UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001 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: 0-22663 THE MIDDLETON DOLL COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-1364345 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) W239 N1700 Busse Road Waukesha, Wisconsin 53188-1160 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (262) 523-4300 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 ----- ----- On May 14, 2001, there were 3,727,589 shares outstanding of the Registrant's common stock, 6-2/3 cents par value. THE MIDDLETON DOLL COMPANY FORM 10-Q INDEX PART 1. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000................................................ 3 Consolidated Statements of Operations - For the Three Months Ended March 31, 2001 and 2000 (Unaudited) ........................... 5 Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2001 and 2000 (Unaudited)............................ 7 Notes to the Consolidated Financial Statements (Unaudited)........... 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................11 PART II. OTHER INFORMATION Item 1. Legal Proceedings...........................................14 Item 2. Changes in Securities.......................................14 Item 3. Defaults Upon Senior Securities.............................14 Item 4. Submission of Matters to a Vote of Security Holders.........14 Item 5. Other Information...........................................14 Item 6. Exhibits and Reports on Form 8-K............................14 Signatures...........................................................15 Exhibit Index........................................................16 2 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) December 31, March 31, 2001 2000 -------------- ------------ ASSETS Consumer Products Cash $ 682,928 $ 628,418 Accounts receivable, net of allowance of $141,961 and $120,639 as of March 31, 2001 and December 31, 2000, respectively 3,026,686 3,886,502 Inventory 6,465,562 6,444,038 Prepaid inventory 687,237 662,036 Prepaid corporate taxes 348,689 315,035 Other prepaid expenses 422,105 225,183 ------------ ------------ Total current assets 11,633,207 12,161,212 Fixed assets, net of accumulated depreciation of $2,149,270 and $1,990,879 as of March 31, 2001 and December 31, 2000, respectively 3,690,728 3,434,808 Loans 621,968 621,968 Prepaid expenses and other assets 829,873 796,219 Licensing Agreement 1,041,666 1,166,666 Goodwill, net of accumulated amortization of $90,370 and $82,624 as of March 31, 2001 and December 31, 2000, respectively 529,383 537,129 ------------ ------------ Total Consumer Products assets 18,346,825 18,718,002 ------------ ------------ Financial Services Cash 168,606 85,276 Interest receivable 579,175 772,904 Rent receivable 241,399 296,454 Loans, net of allowance for doubtful accounts of $150,000 as of March 31, 2001 and December 31, 2000, respectively 107,802,106 111,269,302 Leased properties: Buildings, net of accumulated depreciation of $1,419,127 and $1,220,426 as of March 31, 2001 and December 31, 2000, respectively 30,372,945 30,570,290 Land 4,738,169 4,738,169 Construction in progress 111,849 111,849 ------------ ------------ Total leased properties 35,222,963 35,420,308 Fixed assets, net of accumulated depreciation of $544,392 and $522,005 as of March 31, 2001 and December 31, 2000, respectively 207,140 229,527 Investment in swap contracts at fair value 2,027,402 - Other assets, net 1,377,424 1,422,411 ------------ ------------ Total Financial Services assets 147,626,215 149,496,182 ------------ ------------ Total Assets $165,973,040 $168,214,184 ============ ============ 3 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) (Unaudited) December 31, March 31, 2001 2000 -------------- ------------ LIABILITIES, MINORITY INTEREST, PREFERRED STOCK AND SHAREHOLDERS' EQUITY Consumer Products Short-term borrowings $ 1,476,926 $ 1,176,926 Accounts payable 479,188 901,340 Accrued salaries 592,687 415,230 Accrued liabilities 476,247 667,044 ------------ ------------ Total current liabilities 3,025,048 3,160,540 Long-term debt 316,114 317,816 ------------ ------------ Total Consumer Products liabilities 3,341,162 3,478,356 ------------ ------------ Financial Services Commercial paper 59,710,237 61,345,865 Notes payable to banks 8,350,000 8,000,000 Other short-term borrowings 11,950,000 12,085,000 State of Wisconsin Investment Board notes payble 12,000,000 12,333,333 Loan participations with repurchase options 35,319,538 37,457,356 Other long-term debt 1,576,756 1,578,210 Accrued liabilities 1,586,021 1,789,758 ------------ ------------ Total Financial Services liabilities 130,492,552 134,589,522 ------------ ------------ Minority interest in subsidiaries 177,906 153,454 Redeemable Preferred stock, 1 cent par value, 3,000,000 shares authorized, 690,000 shares issued and outstanding before deducting shares in treasury 17,250,000 17,250,000 Redeemable Preferred Treasury stock, at cost (15,809 shares) (395,225) (395,225) Shareholders' Equity Common stock, 6 2/3 cents par value, 15,000,000 shares authorized, 4,401,599 shares issued 293,441 293,441 Additional paid-in capital 16,604,744 16,604,744 Retained earnings 2,982,686 2,965,814 Common treasury stock, at cost (631,510 shares) (6,725,922) (6,725,922) Accumulated other comprehensive income 1,951,696 - ------------ ------------ Total Shareholders' Equity 15,106,645 13,138,077 ------------ ------------ Total Liabilities, Minority Interest, Preferred Stock and Shareholders' Equity $165,973,040 $168,214,184 ============ ============ 4 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended March 31, 2001 2000 ------------ ------------ Consumer Products Net sales $ 6,758,223 $ 6,580,718 Cost of sales 3,389,195 3,336,188 ------------ ------------ Gross profit 3,369,028 3,244,530 Operating expenses Sales and marketing 1,129,338 1,104,400 New product development 239,460 154,911 General and administrative 1,249,792 791,324 ------------ ------------ Total operating expenses 2,618,590 2,050,635 Net operating income 750,438 1,193,895 Other income (expense) Interest expense (41,288) (16,039) Other income, net 7,540 58,362 ------------ ------------ Total other income (expense) (33,748) 42,323 Income before income taxes and minority interest 716,690 1,236,218 Income tax expense (97,544) (294,207) Minority interest in earnings of subsidiaries (24,452) (30,816) ------------ ------------ Net income - Consumer Products 594,694 911,195 ------------ ------------ Financial Services Revenues Interest on loans 2,319,575 2,457,524 Rental income 962,905 684,661 Other income 127,687 33,310 ------------ ------------ Total revenues 3,410,167 3,175,495 ------------ ------------ Expenses Interest expense 2,357,466 2,189,630 Depreciation expense on leased properties 198,700 140,338 Management fee expense 241,365 237,708 Other operating expenses 221,048 148,805 ------------ ------------ Total expenses 3,018,579 2,716,481 ------------ ------------ Net income - Financial Services $ 391,588 $ 459,014 ------------ ------------ 5 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS - (Continued) (Unaudited) For the Three Months Ended March 31, 2001 2000 ------------ ------------ Total Company Income before income taxes and minority interest Consumer products $ 716,690 $ 1,236,218 Financial services 391,588 459,014 ------------ ------------ Total company 1,108,278 1,695,232 Income tax expense (97,544) (294,207) Minority interest in earnings of subsidiaries (24,452) (30,816) ------------ ------------ Net income 986,282 1,370,209 Preferred stock dividends (359,428) (321,498) ------------ ------------ Net income available to common shareholders $ 626,854 $ 1,048,711 ============ ============ Basic Earnings Per Share $ 0.17 $ 0.27 ============ ============ Diluted Earnings Per Share $ 0.17 $ 0.27 ============ ============ Weighted average shares outstanding (basic) 3,727,589 3,952,693 ============ ============ Segment Reconciliation Consumer products Net income $ 594,694 $ 911,195 Interest/rental expense to parent (412,260) (287,693) Management fees to parent (102,419) (130,500) ------------ ------------ Total segment net income 80,015 493,002 Financial services Net income 391,588 459,014 Interest/rental income from subsidiary 412,260 287,693 Management fees from subsidiary 102,419 130,500 ------------ ------------ Total segment net income 906,267 877,207 Total company net income $ 986,282 $ 1,370,209 ============ ============ 6 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) Accumulated Additional Other Common Paid-In Retained Treasury Comprehensive Stock Capital Earnings Stock Income Total --------- ----------- ---------- ----------- ------------- ----------- BALANCES, December 31, 1999 $293,441 $16,604,744 $1,218,617 $(4,633,158) $ - $13,483,644 Purchase 106,000 shares of treasury stock - - - (726,878) - (726,878) Net income - 1999 - - 1,370,209 - - 1,370,209 Cash dividends on preferred stock ($0.53) - - (321,498) - - (321,498) Cash dividends on common stock ($0.16) - - (655,021) - - (655,021) -------- ----------- ---------- ----------- ---------- ----------- BALANCES, March 31, 2000 $293,441 $16,604,744 $1,612,307 $(5,360,036) $ - $13,150,456 ======== =========== ========== =========== ========== =========== BALANCES, December 31, 2000 $293,441 $16,604,744 $2,965,814 $(6,725,922) $ - $13,138,077 Comprehensive income Net income - 2000 - - 986,282 - - 986,282 Net unrealized appreciation on investment swaps - - - - 1,951,696 1,951,696 -------- ----------- ---------- ----------- ---------- ----------- Total Comprehensive Income - - 986,282 - 1,951,696 2,937,978 Cash dividends on preferred stock ($0.53) - - (359,428) - - (359,428) Cash dividends on common stock ($0.16) - - (609,982) - - (609,982) -------- ----------- ---------- ----------- ---------- ----------- BALANCES, March 31, 2000 $293,441 $16,604,744 $2,982,686 $(6,725,922) $1,951,696 $15,106,645 ======== =========== ========== =========== ========== =========== 7 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months For the Three Months Ended March 31, 2001 Ended March 31, 2000 ------------------------- --------------------------- Consumer Financial Consumer Financial Products Services Products Services ---------- ----------- ----------- ------------ Cash Flows from Operating Activities: Net income $ 594,694 391,588 $ 911,195 $ 459,014 Adjustments to reconcile net cash provided by operating activities: Depreciation and amortization 166,137 221,088 119,554 164,824 Allowance for doubtful accounts 21,322 - (7,522) - Provision for inventory reserve 22,993 - 25,014 - Change in appreciation on investments - (48,833) - (5,172) Change in minority interest in subsidiaries 24,452 - 37,130 - Increase (decrease) in cash due to change in: Accounts receivable 838,494 - 127,240 - Inventory 617,519 - (1,578,652) - Interest receivable - 193,729 - (129,540) Other assets (826,467) 73,169 1,009,409 (146,038) Accounts payable (422,152) - (280,251) - Other liabilities (13,340) (203,737) 9,757 (490,428) ---------- ----------- ----------- ------------ Net Cash from Operating Activities 1,023,652 627,004 372,874 (147,340) ---------- ----------- ----------- ------------ Cash Flows from Investing Activities: Loans made - (2,508,032) - (29,158,724) Principal collected on loans - 5,975,228 - 29,501,112 Purchase or improvements of leased properties - (1,356) - (6,819,956) Purchase of fixed assets (414,311) - (156,197) (1,166) ---------- ----------- ----------- ------------ Net Cash from Investing Activities (414,311) 3,465,840 (156,197) (6,478,734) ---------- ----------- ----------- ------------ Cash Flows from Financing Activities: Increase (decrease) in short term borrowings 300,000 (1,285,628) 594,000 (8,390,352) Proceeds from loan participations with repurchase options - net - (2,137,818) - 15,413,589 Repayment of IRB participations - (135,000) - - Repayment of SWIB notes - (333,333) - (333,334) Decrease in other notes payable (1,702) (1,454) (1,419) (1,363) Preferred stock dividends paid - (359,428) - (359,748) Common stock dividends paid - (609,982) - (655,021) Repurchase of common stock - - - (726,878) ---------- ----------- ----------- ------------ Net Cash from Financing Activities 298,298 (4,862,643) 592,581 4,946,893 ---------- ----------- ----------- ------------ Net intercompany transactions (853,129) 853,129 (528,063) 528,063 Net increase (decrease) in cash 54,510 83,330 281,195 (1,151,118) Cash, beginning of period 628,418 85,276 530,919 1,509,148 ---------- ----------- ----------- ------------ Cash, end of period $ 682,928 $ 168,606 $ 812,114 $ 358,030 ========== =========== =========== ============ 8 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. NATURE OF BUSINESS The consolidated financial statements of The Middleton Doll Company, formerly known as Bando McGlocklin Capital Corporation, (the "Company"), include two segments of business; financial services and consumer products. The consolidated financial statements as of and for the periods presented include the accounts of the Company and Bando McGlocklin Small Business Lending Corporation ("BMSBLC") as financial services companies and Lee Middleton Original Dolls, Inc. ("Middleton Doll"), License Products, Inc. ("License Products") and Middleton (HK) Limited ("Middleton (HK)") as consumer product companies. All significant intercompany accounts and transactions have been eliminated in consolidation. Effective January 1, 2001, Middleton Doll, Middleton (HK) and License Products were each classified as a "Taxable Real Estate Investment Trust Subsidiary" ("TRS") under the Internal Revenue Code of 1986, as amended. This allows the Company, operating as a real estate investment trust ("REIT"), to hold more than 10% of the voting common stock of these corporations and to own TRSs having an aggregate value equal to not more than 20% of the value of the total assets of the Company. NOTE 2. BASIS OF PRESENTATION The accompanying unaudited financial statements of the Company and its majority-owned subsidiaries have been prepared in accordance with the instructions to Form 10-Q and do not include all of the other information and disclosures required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. The balance sheet for consumer products is classified due to its normal business cycle being less than twelve months. Financial services' balance sheet is not classified as its normal business cycle is greater than twelve months. The accompanying consolidated financial statements have not been audited by independent accountants in accordance with generally accepted auditing standards, but in the opinion of management such financial statements include all adjustments, consisting only of normal recurring accruals, necessary to summarize fairly the Company's financial position and results of operations. The results of operations for the period ended March 31, 2001 may not be indicative of the results that may be expected for the year ending December 31, 2001. NOTE 3. INVENTORY Inventories of Middleton Doll and License Products are valued at the lower of cost or market. Middleton Doll and License Products utilize the average cost method to determine cost. The components of inventory are as follows: March 31, 2001 December 31, 2000 -------------- ----------------- Raw materials, net of reserve of $156,054 and $133,061, respectively $ 2,057,040 $ 2,018,040 Work in process 375,211 350,675 Finished goods 4,033,311 4,075,323 ----------- ----------- Total $ 6,465,562 $ 6,444,038 =========== =========== 9 NOTE 4. INVESTMENT SWAPS In June, 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". The statement, as amended, establishes accounting and reporting standards for derivative instruments and was effective January 1, 2001, for the Company. At March 31, 2001, the Company's investment swaps had a fair market value of $2.03 million and unrealized gains of $2.03 million. The unrealized gains on the effective portion of the swaps was $1.95 million and was recognized through other comprehensive income. The unrealized gains on the ineffective portion of the swaps was $0.8 million and was recognized through current other income. NOTE 5. INCOME TAXES The Company and its qualified REIT subsidiary, BMSBLC, qualify as a real estate investment trust under the Internal Revenue Code. Accordingly, they are not subject to income tax on taxable income that is distributed to shareholders. The income tax expense recorded by the Company is attributable to the Consumers Product segment. Tax expense is calculated on net income before the elimination of intercompany expenses and, at the present time, is attributable only to Middleton Doll income as License Products has a net operating loss carryforward to offset its current net income. NOTE 6. EARNINGS PER SHARE See Exhibit 11 for the computation of the net income per common share. NOTE 7. COMMITMENTS Undisbursed construction loan commitments and lines of credit totaled $5.56 million at March 31, 2001. NOTE 8. SUBSEQUENT EVENTS At the Annual Meeting held on May 3, 2001, shareholders approved an amendment to the Articles of Incorporation of the Company changing the Company name to "The Middleton Doll Company". The name change was effective on May 4, 2001. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General Amounts presented as of March 31, 2001 and December 31, 2000, and for the three months ended March 31, 2001 and March 31, 2000 include the consolidation of two segments. The financial services segment includes The Middleton Doll Company (the "Company") and Bando McGlocklin Small Business Lending Corporation ("BMSBLC"), a 100% owned subsidiary of the Company. The consumer products segment includes Lee Middleton Original Dolls, Inc. ("Middleton Doll"), a 99% owned subsidiary of the Company, Middleton (HK) Limited ("Middleton (HK)"), a 51% owned subsidiary of Middleton Doll and License Products, Inc. ("License Products"), a 51% owned subsidiary of Middleton Doll. Results of Operations For the three months ended March 31, 2001 and March 31, 2000 The Company's total net income available to common shareholders for the quarter ended March 31, 2001 was $0.63 million or $0.17 per share (diluted) as compared to $1.05 million or $0.27 per share (diluted) for the quarter ended March 31, 2000, a 40% decrease in net income. Consumer Products Net income from consumer products after income taxes and minority interest for the quarter ended March 31, 2001 was $0.59 million compared to $0.91 million for the quarter ended March 31, 2000, a 35% decrease. After giving effect to interest, rental and management fees paid to the Company, the consumer products segment net income was $0.08 million and $0.49 million for the quarters ended March 31, 2001 and 2000, respectively. Net sales from consumer products for the quarter ended March 31, 2001 increased 3% to $6.76 million from $6.58 million in the corresponding prior year period. This was due to increased sales of $0.15 million at Middleton Doll and $0.03 million at License Products. Cost of sales increased 1% to $3.39 million for the quarter ended March 31, 2001 from $3.34 million for the prior year quarter. Middleton Doll's cost of sales increased to $2.73 million from $2.71 million while License Products' cost of sales increased to $0.66 million from $0.63 million. Gross profit margin remained at 49% for both periods. Total operating expenses of consumer products for the quarter ended March 31, 2001 were $2.62 million compared to $2.05 million for the quarter ended March 31, 2000, a 28% increase. Middleton Doll's total operating expenses increased $0.56 million due to related expenses stemming from the continued growth of the company while License Products' operating expenses increased $0.01 million. Sales and marketing expense and new product development increased $0.10 million to $1.36 million for the quarter ended March 31, 2001 compared to $1.26 million for the quarter ended March 31, 2000. General and administrative expenses increased $0.46 million at Middleton Doll for the quarter ended March 31, 2001. This increase was primarily due to costs incurred with the relocation of the Middleton Doll administrative offices to Westerville, Ohio and warehouse space to Columbus, Ohio. Higher labor costs, additional personnel, computer expenses and office and warehouse rental space all contributed to the increase in costs. Other income, net decreased $0.08 million when compared to the same period a year ago primarily due to an increase in interest expense. The minority interest in earnings of subsidiaries decreased for the quarter ended March 31, 2001 due to the decrease in net income. Consumer products recorded an income tax expense of $0.10 million for the quarter ended March 31, 2001 as compared to $0.29 million for the quarter ended March 31, 2000. Income tax expense is attributable to Middleton Doll's and Middleton (HK)'s income since License Products has a net operating loss carryforward to offset its current net income. 11 Financial Services Net income from financial services for the quarter ended March 31, 2001 was $0.39 million compared to $0.46 million for the quarter ended March 31, 2000, a 15% decrease. After giving effect to interest, rental and management fees received from the consumer products segment, the financial services segment net income was $0.91 million and $0.88 million for the quarters ended March 31, 2001 and 2000, respectively. Total revenues were $3.41 million for the quarter ended March 31, 2001 compared to $3.18 million for the quarter ended March 30, 2000, a 7% increase. Interest on loans decreased 6% to $2.32 million for the quarter ended March 31, 2001 from $2.46 million for the comparative quarter. Average loans under management decreased $4.25 million when comparing the first quarter of 2001 to the first quarter of 2000. The average prime rate decreased from 8.69% in the first quarter of 2000 to 8.64% in the first quarter of 2001. Rental income increased $0.28 million to $0.96 million for the quarter ended March 31, 2001 as compared to $0.68 million for the quarter ended March 31, 2000 due to an increase in ownership of commercial rental properties. At March 31, 2001 the Company had $35.22 million in leased properties, net of accumulated depreciation, compared to $30.75 million at March 31, 2000. Other income increased $0.09 million when comparing the quarter ended March 31, 2001 to March 31, 2000 due to an $0.08 million increase from an unrealized gain on investment swaps (See Note 4). Interest expense increased 8% to $2.36 million for the quarter ended March 31, 2001 as compared to $2.19 million for the quarter ended March 31, 2000. The average debt balance increased $5.0 million in the first quarter of 2001 compared to the first quarter of 2000. The increase in debt is the result of the purchase of additional leased properties and the funding of treasury stock. Due to the increase in leased properties, depreciation expense was $0.06 million higher when comparing the first quarter of 2001 to the first quarter of 2000. Other operating expenses increased $0.08 million for the quarter ended March 31, 2001 compared to the quarter ended March 31, 2000. Leased property expenses increased $0.05 million and the unrealized change in the value of an investment was $0.03 million. Overall net income decreased when comparing the first quarter of 2001 to the first quarter of 2000 for both the consumer products and the financial services segments. The consumer products segment's net income decreased due to an increase in general and administrative expenses. These expenses were incurred in order to meet increased product demand and to provide a framework for future growth. The financial services segment's net income decreased due to the increase in other operating expenses. Liquidity and Capital Consumer Products Total assets of consumer products were $18.35 million as of March 31, 2001 and $18.72 million as of December 31, 2000, a 2% decrease. Cash increased to $0.68 million at March 31, 2001 from $0.63 million at December 31, 2000. Accounts receivable, net of the allowance, decreased to $3.03 million at March 31, 2001 from $3.89 million at December 31, 2000. A decrease of $0.95 million is attributable to Middleton Doll, and an increase of $0.09 million is attributable to License Products. The decrease in Middleton Doll's accounts receivable is attributable to the seasonality of their sales. The higher volume of sales in the fourth quarter results in higher receivables at year end as compared to the first quarter. Inventory was $6.46 million at March 31, 2001 compared to $6.44 million at December 31, 2000. Middleton Doll's inventory increased $0.22 million due to new doll lines while License Products' inventory decreased $0.20 million. 12 Fixed assets increased by $0.26 million due to computer and software consulting fees connected with the relocation. Other assets and prepaid expenses increased by $0.16 million. Middleton Doll increased its short-term borrowings by $0.30 million on a line of credit with a bank. Accounts payable decreased by $0.42 million as of March 31, 2001 compared to December 31, 2000. Middleton Doll's accounts payable decreased by $0.41 million while License Products' accounts payable decreased $0.01 million. The decrease in accounts payable is also the result of Middleton Doll's seasonality in sales. Material purchases are higher in the third and fourth quarters as compared to the first quarter. Other liabilities decreased by $0.02 million. Financial Services Total assets of financial services were $147.63 million as of March 31, 2001 and $149.50 million as of December 31, 2000, a 1% decrease. Cash increased to $0.17 million at March 31, 2001 from $0.09 million at December 31, 2000. Interest and rent receivable decreased to $0.82 million from $1.07 million. Interest receivable decreased by $0.19 million as a result of interest rates and loan balances being lower. Fixed assets and other assets including prepaid amounts decreased in the aggregate by $0.06 million. Investment swap contracts increased $2.03 million from December 31, 2000 under new reporting requirements (See Note 4). Total loans decreased by $3.47 million or 3% to $107.80 million at March 31, 2001 from $111.27 million at December 31, 2000 due to normal market competition. Leased properties under management decreased $0.20 million due to depreciation. The financial services' total consolidated indebtedness at March 31, 2001 decreased $3.89 million due to the decrease in loans. 13 PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS The Company is not a defendant in any material pending legal proceeding and no such material proceedings are known to be contemplated. Item 2. CHANGES IN SECURITIES No material changes have occurred in the securities of the Registrant. Item 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. 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) List of Exhibits The Exhibits to this Quarterly Report on Form 10-Q are identified on the Exhibit Index hereto. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended March 31, 2001. 14 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized. THE MIDDLETON DOLL COMPANY (Registrant) Date: May 14, 2001 /s/ George R. Schonath ------------------------------------- George R. Schonath President and Chief Executive Officer Date: May 14, 2001 /s/ Susan J. Hauke ------------------------------------- Susan J. Hauke Vice President Finance 15 THE MIDDLETON DOLL COMPANY AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- 11 Statement Regarding Computation of Per Share Earnings 16