<Page>

                                        +

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

   /X/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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

                           THE BOYDS COLLECTION, LTD.
             (Exact Name of Registrant as Specified in its Charter)

<Table>
<S>                                                      <C>
                         MARYLAND                                     52-1418730

     (STATE OR OTHER JURISDICTION OF INCORPORATION OR    (I.R.S. EMPLOYER IDENTIFICATION NO.)
                      ORGANIZATION)

             350 SOUTH STREET, MCSHERRYSTOWN,                            17344
          PENNSYLVANIA, ATTN.: CHRISTINE B. BELL

         (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:

    COMMON STOCK, PAR VALUE $.0001 PER SHARE
                                                             59,107,452
                     (CLASS)                     (OUTSTANDING AS OF MAY 8, 2002)

<Page>

              THE BOYDS COLLECTION, LTD.

                  TABLE OF CONTENTS
<Table>
<Caption>
                                                                            PAGE
<S>                                                                         <C>
     PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS:

              Condensed Consolidated Balance Sheets as of December 31,
              2001 and March 31, 2002                                          3

              Condensed Consolidated Statements of Income for the Three
              Months Ended March 31, 2001 and 2002                             4

              Condensed Consolidated Statement of Stockholders' Equity
              for the Three Months Ended March 31, 2002                        5

              Condensed Consolidated Statements of Cash Flows for the
              Three Months Ended March 31, 2001 and 2002                       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                                                     18

     PART II. OTHER INFORMATION                                               18

     ITEM 1.  LEGAL PROCEEDINGS                                               18

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                       18

     ITEM 3.  Defaults Upon Senior Securities                                 18

     ITEM 4.  Submission of Matters to a Vote of Security Holders             19

     ITEM 5.  Other Information                                               19

     ITEM 6.  Exhibits and Reports on Form 8-K                                19

              Signatures                                                      19

              Index to Exhibits                                               20
</Table>

<Page>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                           THE BOYDS COLLECTION, LTD.
                   CONDENSED CONSOLIDATED BALANCE SHEETS AS OF
           DECEMBER 31, 2001 (AUDITED) AND MARCH 31, 2002 (UNAUDITED)

<Table>
<Caption>
                                                                                             DECEMBER 31,      MARCH 31,
                                                                                                2001             2002
                                                                                             ---------------------------
                                                                                                     (IN THOUSANDS)
<S>                                                                                            <C>            <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                                    $      815     $    5,434
  Accounts receivable, less allowance for doubtful accounts of  $3,107
   at December 31, 2001 and $2,370 at March 31, 2002, respectively                                 13,497         16,147
  Inventory - primarily finished goods, less allowance for obsolete inventory of
   $6,031 at December 31, 2001 and $6,523 at March 31, 2002, respectively                           7,710          7,586
  Inventory in transit                                                                              2,924          1,273
  Other current assets                                                                                788            588
  Income taxes receivable                                                                           6,830          3,412
  Deferred income taxes                                                                            21,590         21,590
                                                                                               ----------    -----------
           Total current assets                                                                    54,154         56,030

PROPERTY AND EQUIPMENT - NET                                                                        7,878          9,183

OTHER ASSETS:
 Deferred debt issuance costs                                                                       2,218          2,079
 Deferred tax asset                                                                               177,581        173,149
 Other assets                                                                                       2,671          2,687
                                                                                               ----------    -----------
           Total other assets                                                                     182,470        177,915
                                                                                               ----------    -----------
TOTAL ASSETS                                                                                   $  244,502     $  243,128
                                                                                               ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable                                                                              $    2,886     $    1,440
 Accrued expenses                                                                                   3,905          3,126
 Interest payable                                                                                   1,010          2,058
 Current portion of long-term debt                                                                 14,000         14,000
                                                                                               ----------    -----------
           Total current liabilities                                                               21,801         20,624

LONG-TERM DEBT                                                                                    126,189        114,689

COMMITMENTS AND CONTINGENCIES (Notes 2, 4 and 6)

OTHER LIABILITIES                                                                                     130            113

STOCKHOLDERS' EQUITY:
 Common stock (61,838 shares issued at December 31, 2001 and                                      (41,221)       (41,221)
  March 31, 2002, respectively) and paid-in capital in excess of par
 Other comprehensive income:
  Accumulated other comprehensive (loss)/income                                                       (16)            10
  Retained earnings                                                                               164,586        175,880
 Less: Treasury shares at cost (2,777 at December 31, 2001 and
   March 31, 2002, respectively)                                                                  (26,967)       (26,967)
                                                                                               ----------    -----------
           Total stockholders' equity                                                              96,382        107,702
                                                                                               ----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     $  244,502     $  243,128
                                                                                               ==========     ==========
</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, 2001 AND 2002
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                                   THREE MONTHS ENDED
                                                                                                        MARCH 31,
                                                                                               -------------------------
                                                                                                  2001           2002
                                                                                               ----------     ----------
                                                                                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<S>                                                                                            <C>            <C>
NET SALES                                                                                      $   50,375     $   40,479
COST OF GOODS SOLD                                                                                 18,003         14,130
                                                                                               ----------     ----------
  Gross profit                                                                                     32,372         26,349
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                                        4,770          5,258
OTHER OPERATING INCOME                                                                                  3              1
                                                                                               ----------     ----------
INCOME FROM OPERATIONS                                                                             27,605         21,092
                                                                                               ----------     ----------
OTHER INCOME(EXPENSE)                                                                                  33            (21)
INTEREST EXPENSE:
  Interest expense                                                                                  3,689          1,754
  Amortization of deferred debt issuance costs                                                        163            138

                                                                                               ----------     ----------
TOTAL INTEREST EXPENSE                                                                              3,852          1,892
                                                                                               ----------     ----------

INCOME BEFORE PROVISION FOR INCOME TAXES AND
  EXTRAORDINARY ITEM                                                                               23,786         19,179
PROVISION FOR INCOME TAXES                                                                          8,884          7,885
                                                                                               ----------     ----------
INCOME BEFORE EXTRAORDINARY ITEM                                                                   14,902         11,294
EXTRAORDINARY ITEM - WRITE OFF OF DEFERRED DEBT ISSUANCE
  COSTS (NET OF $1 TAX BENEFIT FOR 2001)                                                                2              -
                                                                                               ----------     ----------
NET INCOME                                                                                     $   14,900     $   11,294
                                                                                               ==========     ==========

EARNINGS PER SHARE:
  Basic and Diluted Earnings Per Share
      Income Before Extraordinary Item                                                         $     0.25     $     0.19
      Extraordinary Item - Write Off of Deferred Debt Issuance Costs                                    -              -
                                                                                               ----------     ----------
      Net Income                                                                               $     0.25     $     0.19
                                                                                               ==========     ==========
</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, 2002
                                   (Unaudited)

<Table>
<Caption>

                                            Common Stock
                                  --------------------------------   Common Stock                     Accumulated
                                       Shares                        and Paid-in                         Other
                                     Issued And        Treasury       Capital in        Treasury     Comprehensive     Retained
                                    Outstanding         Stock        Excess of Par       Stock       Income/(Loss)     Earnings
                                  ----------------  --------------  ---------------  -------------   ---------------  ------------
                                                                           (in thousands)

<S>                                        <C>              <C>          <C>            <C>                   <C>       <C>
BALANCE, JANUARY 1, 2002                   61,838           2,777        $ (41,221)     $ (26,967)            $ (16)    $ 164,586
 Other comprehensive income:
  Foreign currency translation                  -               -                -              -                26             -
 Net income                                     -               -                -              -                 -        11,294

 Comprehensive income                           -               -                -              -                26             -


                                  ----------------  --------------  ---------------  -------------   ---------------  ------------
BALANCE, MARCH 31, 2002                    61,838           2,777        $ (41,221)       (26,967)            $  10     $ 175,880
                                  ================  ==============  ===============  =============   ===============  ============

<Caption>
                                       Other            Total
                                   Comprehensive    Stockholders'
                                      Income           Equity
                                  ----------------  --------------


<S>                                      <C>            <C>
BALANCE, JANUARY 1, 2002                                $  96,382
 Other comprehensive income:
  Foreign currency translation           $     26              26
 Net income                                11,294          11,294
                                  ----------------
 Comprehensive income                    $ 11,320               -
                                  ================

                                                    --------------
BALANCE, MARCH 31, 2002                                 $ 107,702
                                                    ==============
</Table>

                                        5
<Page>

                           THE BOYDS COLLECTION, LTD.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2002
                                   (UNAUDITED)

<Table>
<Caption>
                                                                                                  THREE MONTHS ENDED
                                                                                                        MARCH 31,
                                                                                               -------------------------
                                                                                                  2001           2002
                                                                                               ----------     ----------
                                                                                                    (IN THOUSANDS)
<S>                                                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                                    $   14,900     $   11,294
 Adjustments to reconcile net income to net cash provided by operating activities:
  Depreciation and amortization                                                                       437            413
  Amortization and write off of deferred debt issuance costs                                          165            138
  Deferred taxes                                                                                    4,125          4,432
  Asset impairment charge                                                                                            254
  Changes in assets and liabilities:
   Accounts receivable - net                                                                       (1,826)        (2,649)
   Inventory - net                                                                                  2,307            124
   Inventory in transit                                                                             1,682          1,651
   Other current assets                                                                               (44)           200
   Other assets                                                                                         -            (16)
   Accounts payable                                                                                (1,152)        (1,446)
   Accrued taxes/Income taxes receivable                                                            4,206          3,417
   Accrued expenses                                                                                (1,392)          (778)
   Interest payable                                                                                 1,632          1,047
   Other liabilities                                                                                    -            (17)
                                                                                               ----------     ----------
   Net cash provided by operating activities                                                       25,040         18,064
                                                                                               ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                                                                (1,771)        (1,971)
                                                                                               ----------     ----------
    Net cash used in investing activities                                                          (1,771)        (1,971)
                                                                                               ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment of debt                                                                                (22,750)       (11,500)
                                                                                               ----------     ----------
    Net cash used in financing activities                                                         (22,750)       (11,500)
                                                                                               ----------     ----------

  Effect of exchange rate changes on cash                                                              (5)            26
                                                                                               ----------     ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                  514          4,619
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                      3,191            815
                                                                                               ----------     ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                       $    3,705     $    5,434
                                                                                               ==========     ==========
CASH PAID DURING THE PERIOD FOR INTEREST                                                       $    2,057     $      707
                                                                                               ==========     ==========
CASH PAID DURING THE PERIOD FOR INCOME TAXES                                                   $      552     $       52
                                                                                               ==========     ==========
</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") is a primary 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 March 31, 2002, the
     condensed consolidated statements of income for the three months ended
     March 31, 2001 and 2002, the condensed consolidated statement of
     stockholders' equity for the three months ended March 31, 2002 and the
     condensed consolidated statements of cash flows for the three months ended
     March 31, 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 three months ended March 31,
     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 requires the Company to
     complete a transitional goodwill impairment test six months from the date
     of adoption. As of January 1, 2002, Boyds discontinued the amortization of
     all goodwill. Amortization for the three months ended March 31, 2001 was
     $31.

          Boyds is currently quantifying the impact on its results of operations
     and financial position relating to the required transitional impairment
     tests. Boyds will complete a transitional impairment test of intangible
     assets, as required, with any impairments identified treated as a
     cumulative effect of an accounting change as of January 1, 2002. Boyds has
     currently not identified the impact of adopting this pronouncement.

          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.

                                        7
<Page>

          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 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 March 31, 2002, Boyds had letters of
     credit outstanding under its bank credit agreement amounting to $6.3
     million and $2.0 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. Boyds paid to KKR approximately $95 and $93 for
     management fees, recruitment fees and related expenses for the first
     quarter ended March 31, 2001, and March 31, 2002 respectively.

4.   LONG-TERM DEBT

          Long-term debt is summarized as follows:

<Table>
<Caption>
                                                                         DECEMBER 31,            MARCH 31,
                                                                             2001                   2002
                                                                         ------------            ---------
<S>                                                                       <C>                    <C>
        9% Senior Subordinated Notes due May 15, 2008                     $  46,689              $  46,689

        Credit Agreement:
          Secured Tranche A Term Loans due April 2005.
            Interest based on LIBOR or base rate as defined                  82,000                 82,000
          Secured revolving loan due April 2005.
            Interest based on LIBOR or base rate as defined                  11,500                      -
                                                                          ---------              ---------

        Sub-Total                                                           140,189                128,689

        Less: Current portion of long-term debt                             (14,000)               (14,000)
                                                                          ---------              ---------
                                                                          $ 126,189              $ 114,689
                                                                          =========              =========
</Table>

          The Senior Subordinated Notes have an optional redemption feature
     exercisable by Boyds any time on or after May 15, 2003. Interest on the
     Notes is payable semi-annually on May 15 and November 15.

          For the three months ended March 31, 2001 and 2002, the weighted
     average interest rates in effect for the Tranche A Term Loan was 5.955% and
     2.730%, respectively. For the three months ended March 31, 2001, the
     weighted average interest rates in effect for the revolving loan was
     5.681%. In addition, the Tranche A Term Loan has predetermined annual
     payments through April 2005.

          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

                                        8
<Page>

     distributions. Boyds is in compliance with all applicable covenants as of
     March 31, 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:

<Table>
<S>                                                                    <C>
              2002.........................................            $ 14,000
              2003.........................................              17,000
              2004.........................................              23,000
              2005.........................................              28,000
              2006.........................................                   -
              Thereafter...................................              46,689
                                                                       --------
                                                                       $128,689
                                                                       ========
</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 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.

6.   CONTINGENCIES

          Boyds has received from the State of Pennsylvania an assessment to pay
     additional franchise taxes of approximately $4.9 million for 1999, which
     has not been paid. However, a June 2001 letter issued by the State
     indicates that Boyds will ultimately prevail in this matter.

          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.

7.   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:

                                        9
<Page>

<Table>
<Caption>
                                                                                    MARCH 31,
                                                                        ----------------------------------
                                                                             2001               2002
                                                                        ---------------    ---------------
                                                                                 (IN THOUSANDS)
<S>                                                                          <C>                <C>
             Numerator for basic and diluted earnings per share:
                Net income                                                   $ 14,900           $ 11,294
                                                                             ========           ========
             Denominator:
                Denominator for basic earnings per share -
                    weighted average shares                                    59,153             59,062
             Effect of dilutive securities:
                Effect of shares issuable under stock option plans
                    based on treasury stock method                                286                 96
                                                                             --------           --------
             Denominator for diluted earnings per share -
                    weighted average shares                                    59,439             59,158
                                                                             ========           ========
</Table>

8.   SUBSEQUENT EVENTS

          On April 15, 2002, Boyds made the required payment of $14,000 under
the Credit Agreement on the Tranche A Term Loan. Boyds used $3.0 million of the
revolver to facilitate the payment.

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.

                                       10
<Page>

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.

     -    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) No.121, 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. On
          January 1, 2002, Boyds adopted SFAS No. 142, "Goodwill and Other
          Intangible Assets," and will be required to analyze its goodwill for
          impairment using a new methodology, during the first six months of
          fiscal 2002, and on a periodic basis thereafter.

                                       11
<Page>

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.

                                       12
<Page>

         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,
                                                        ---------------------
                                                           2001       2002
                                                           ----       ----
<S>                                                       <C>        <C>
Net sales                                                 100.0%     100.0%
Gross profit                                               64.3%      65.1%
Selling, general and administrative expenses                9.5%      13.0%
  Income from operations                                   54.8%      52.1%
Other income, net                                           0.1%       0.0%
Interest expense                                            7.7%       4.7%
Provision for income taxes                                 17.6%      19.5%
  Income before extraordinary item                         29.6%      27.9%
Extraordinary item (net of tax benefits)                    0.0%       0.0%
                                                           -----      -----
  Net income                                               29.6%      27.9%
                                                           =====      =====
</Table>

THREE MONTHS ENDED MARCH 31, 2002 VS. THREE MONTHS ENDED MARCH 31, 2001

     NET SALES - Net sales declined $9.9 million, or 19.6 %, to $40.5 million in
the first quarter of 2002 from $50.4 million for the first quarter of 2001.
Sales of Boyds' plush products declined $1.9 million, or 7.8%, resin product
sales declined $5.2 million, or 31.9%, doll product sales declined $0.2 million,
or 19.1%, village product sales declined $1.5 million, or 64.3%, and home decor
product sales declined $0.3 million, or 25.3%. As a percentage of net sales for
the quarter, plush products represented 62%, resin products represented 31%,
doll products represented 3%, 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 $6.0 million, or 18.6%, to $26.4
million in the first quarter of 2002 from $32.4 million for the first quarter of
2001. Gross profit as a percentage of net sales increased to 65.1% for the
quarter 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 $5.3 million in the first quarter of 2002 from $4.8 million for the
first quarter of 2001. SG&A as a percent of net sales increased to 13.0% for the
quarter from 9.5% 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, an earlier accrual for employee incentive payments of $0.1 million,
and an asset impairment charge for software whose use was

                                       13
<Page>

discontinued during the quarter of $0.3 million, 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 $6.5 million, or
23.6%, to $21.1 million in the first quarter of 2002 from $27.6 million for the
first quarter of 2001. Income from operations as a percentage of net sales
declined to 52.1% for the quarter from 54.8% 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 $2.0 million, or
50.9% to $1.9 million in the first quarter of 2002 from $3.9 million for the
first quarter of 2001. Total interest expense as a percentage of net sales
declined to 4.7% for the quarter from 7.6% 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 11.2%, to $7.9 million in the first quarter for 2002 from $8.9
million for the first quarter in 2001. Provision for income taxes as a
percentage of net sales increased to 19.5% for the quarter from 17.6% 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.

     NET INCOME - Net income declined $3.6 million, or 24.2%, to $11.3 million
in the first quarter of 2002 from $14.9 million for the first quarter of 2001.
Net income as a percent of sales decreased to 27.9% for the quarter from 29.6%
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 increased $4.6 million in the first three months of 2002.

OPERATING ACTIVITIES

     Cash provided by operating activities decreased $7.0 million, or 27.9%, to
$18.1 million in the first quarter of 2002 from $25.0 million for the first
quarter of 2001. The cash flow decrease was primarily attributable to the
decrease in net income and the change in net inventory.

INVESTING ACTIVITIES

     Capital and investment expenditures totaled $2.0 million in the first
quarter 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 quarter
of 2002, Boyds incurred approximately $1.8 million in capital expenditures
related to the store and museum, with an additional $11.2 million expected to be
spent between the beginning of the second quarter 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 $4.8 million on the project as of the
end of the first quarter of 2002. Other than

                                       14
<Page>

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 $46.7 million. Boyds has repaid $243.0
million of the term loans under the credit agreement, leaving a balance
outstanding of $82.0 million as of March 31, 2002.

     The revolving credit facility provides loans in an aggregate amount up to
$40.0 million. Boyds had not borrowed any funds under the revolving credit
facility as of March 31, 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. As of December 31, 2000, the tranche B term loan had been fully
repaid.

          On May 28, 1999, Boyds' Board of Directors approved the repurchase of
up to 3.0 million shares of Boyds' common stock. As of March 31, 2002, Boyds had
repurchased 2,954,200 shares of common stock pursuant to this stock repurchase
program for an aggregate amount of approximately $29.9 million, thus completing
the program. These repurchases were financed out of operating cash flow and
approximately $4.0 million of borrowings under the revolving credit facility,
which were repaid.

     On February 17, 2000, Boyds announced that its Board of Directors had
approved the repurchase of an additional 3.0 million shares of the Company's
common stock. As of March 31, 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 March 31, 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

                                       15
<Page>

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.

     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

                                       16
<Page>

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 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
requires Boyds to complete a transitional goodwill impairment test six months
from the date of adoption. As of January 1, 2002, Boyds discontinued the
amortization of all goodwill. Amortization for the three months ended March 31,
2001 was $0.03 million.

     Boyds is currently quantifying the impact on its results of operations and
financial position relating to the required transitional impairment tests. Boyds
will complete a transitional impairment test of intangible assets, as required,
with any impairments identified treated as a cumulative effect of an accounting
change as of January 1, 2002. Boyds has currently not identified the impact of
adopting this pronouncement.

     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.

RELATED PARTY TRANSACTIONS

     Kohlberg Kravis Roberts & Co. L.P. ("KKR") represents a 59% shareholder of
Boyds. Boyds paid to KKR approximately $0.1 million for management fees,
recruitment fees and related expenses for the first quarter ended March 31,
2001, and March 31, 2002.

                                       17
<Page>

     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.

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 $128.7 million at March 31, 2002. Of this amount, $82.0
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.

                                       18
<Page>

                                     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--NONE

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.




                                   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: May 13, 2002                THE BOYDS COLLECTION, LTD.


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


                                              By:    /s/ Christine L. Bell
                                                     -----------------------
                                              Name:  Christine L. Bell
                                              TITLE: CHIEF OPERATING OFFICER AND
                                                            SECRETARY

                                       19
<Page>

Index to Exhibits

<Table>
<Caption>
EXHIBIT NO.   DESCRIPTION

<S>           <C>
3.1           Amended and Restated Articles of Incorporation of Boyds
              (incorporated by reference from Exhibit 3.1 of Amendment No. 1 to
              Boyds' Registration Statement on Form S-1, filed on February 8,
              1999, File No. 333-69535).
3.2           Amended and Restated Bylaws of Boyds (incorporated by reference
              from Exhibit 3.2 of Amendment No. 1 to Boyds' Registration
              Statement on Form S-1, filed on February 8, 1999, File No.
              333-69535)
4.1           Indenture, dated as of April 21, 1998 between Boyds and The Bank
              of New York, as trustee (incorporated by reference from Exhibit
              4.3 of Amendment No. 1 to Boyds' Registration Statement on Form
              S-1, filed on February 8, 1999, File No. 333-69535).
4.2           Form of 9% Senior Subordinated Note due 2008 (included in Exhibit
              4.1)
4.3           Form of 9% Series B Senior Subordinated Note due 2008 (included in
              Exhibit 4.1)
10.1          Credit Agreement, dated as of April 21, 1998, among Boyds, the
              several lenders from time to time parties thereto, DLJ Capital
              Funding, Inc., The Fuji Bank, Limited, New York Branch, and Fleet
              National Bank (incorporated by reference from Exhibit 10.1 of
              Amendment No. 3 to Boyds' Registration Statement on Form S-1,
              filed on February 23, 1999, File No. 333-69535).
10.2          Forms of Notes evidencing loans under the Credit Agreement
              (included in Exhibit 10.1).
10.3          1998 Option Plan for Key Employees of Boyds (incorporated by
              reference from Exhibit 10.3 of Amendment No. 1 to Boyds'
              Registration Statement on Form S-1, filed on February 8, 1999,
              File No. 333-69535).
10.4          1999 Option Plan for Key Employees of Boyds (incorporated by
              reference from Exhibit 4.3 of Boyds' Registration Statement on
              Form S-8, filed on January 18, 2002, File No. 333-77022).
10.5          2000 Option Plan for Key Employees of Boyds (incorporated by
              reference from Exhibit 4.4 of Boyds' Registration Statement on
              Form S-8, filed on January 18, 2002, File No. 333-77022).
10.6          2001 Option Plan for Key Employees of Boyds (incorporated by
              reference from Exhibit 4.5 of Boyds' Registration Statement on
              Form S-8, filed on January 18, 2002, File No. 333-77022).
10.7          Lease Agreement for Boyds' McSherrystown, Pennsylvania facility
              (incorporated by reference from Exhibit 10.4 of Amendment No. 3 to
              Boyds' Registration Statement on Form S-1, filed on February 23,
              1999, File No. 333- 69535).

                                       20
<Page>

10.8          Employment Agreement dated January 28, 2000 between Jean-Andre
              Rougeot and Boyds (incorporated by reference from Exhibit 10.8 of
              Boyds' Annual Report on Form 10-K, filed on March 28, 2002, File
              No. 001-14843).
</Table>

                                       21