-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IYTSEhk/eqtfWYN/tDlw7Gvvi4bgMLjXXhVwsAKUpcFlnoOGa/21aXEZb80jDzzZ lxl/t9gpl+HmCU8Jpm8SAw== 0000950135-01-503567.txt : 20020410 0000950135-01-503567.hdr.sgml : 20020410 ACCESSION NUMBER: 0000950135-01-503567 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST YEARS INC CENTRAL INDEX KEY: 0000055698 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 042149581 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-07024 FILM NUMBER: 1790112 BUSINESS ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 BUSINESS PHONE: 5085881220 MAIL ADDRESS: STREET 1: ONE KIDDIE DR CITY: AVON STATE: MA ZIP: 02322-1171 FORMER COMPANY: FORMER CONFORMED NAME: KIDDIE PRODUCTS INC DATE OF NAME CHANGE: 19920703 10-Q 1 b40936fye10-q.txt THE FIRST YEARS INC. FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For The Quarter Ended September 30, 2001 - -------------------------------------------------------------------------------- Commission file number 0-7024 - -------------------------------------------------------------------------------- THE FIRST YEARS INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2149581 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Kiddie Drive, Avon, Massachusetts 02322-1171 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (508) 588-1220 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) n/a - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 . --- --- The number of shares of Registrant's common stock outstanding on October 31, 2001 was 9,185,509. THE FIRST YEARS INC. INDEX ----- Page ---- PART I - FINANCIAL INFORMATION: Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Income 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Condensed Consolidated Financial Statements 4 - 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 12 Quantitative and Qualitative Disclosure about Market Risk 12 PART II - OTHER INFORMATION Other Information 13 SIGNATURES 14 EXHIBIT INDEX 15 THE FIRST YEARS INC. CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS September 30, December 31, 2001 2000 ------------ ------------ (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 22,910,299 $ 21,180,242 Accounts receivable, net 23,664,280 19,527,429 Inventories 14,699,872 18,443,713 Prepaid expenses and other assets 1,329,239 756,357 Deferred tax assets 2,069,900 2,069,900 ------------ ------------ Total current assets 64,673,590 61,977,641 ------------ ------------ PROPERTY, PLANT, AND EQUIPMENT: Land 167,266 167,266 Building 5,360,485 5,254,150 Machinery and molds 7,569,813 7,233,145 Furniture and equipment 7,372,297 6,269,346 ------------ ------------ Total 20,469,861 18,923,907 Less accumulated depreciation 10,395,641 9,207,168 ------------ ------------ Property, plant, and equipment - net 10,074,220 9,716,739 ------------ ------------ TOTAL ASSETS $ 74,747,810 $ 71,694,380 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 10,532,958 $ 11,605,240 Accrued royalty expenses 350,308 946,623 Accrued selling expenses 2,456,253 3,023,528 ------------ ------------ Total current liabilities 13,339,519 15,575,391 ------------ ------------ DEFERRED TAX LIABILITY 1,216,200 1,216,200 ------------ ------------ STOCKHOLDERS' EQUITY: Common stock 1,074,526 1,067,934 Paid-in-capital 9,170,793 8,714,711 Retained earnings 66,361,493 60,985,483 Less treasury stock at cost, 1,560,039 and 1,503,572 shares as of September 30, 2001 and December 31, 2000, respectively (16,414,721) (15,865,339) ------------ ------------ Total stockholders' equity 60,192,091 54,902,789 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 74,747,810 $ 71,694,380 ============ ============
See accompanying notes to condensed consolidated financial statements. Page 1 THE FIRST YEARS INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, ------------------------------- ---------------------------------- 2001 2000 2001 2000 ----------- ----------- ------------ ------------ NET SALES $36,402,060 $32,237,407 $103,695,869 $103,260,591 COST OF PRODUCTS SOLD 23,379,600 20,936,771 66,183,882 66,700,314 ----------- ----------- ------------ ------------ GROSS PROFIT 13,022,460 11,300,636 37,511,987 36,560,277 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 9,702,420 8,423,062 27,988,929 25,135,500 ----------- ----------- ------------ ------------ OPERATING INCOME 3,320,040 2,877,574 9,523,058 11,424,777 OTHER INCOME: Interest Income 160,442 215,200 522,318 511,510 ----------- ----------- ------------ ------------ INCOME BEFORE INCOME TAXES 3,480,482 3,092,774 10,045,376 11,936,287 PROVISION FOR INCOME TAXES 1,427,000 1,252,600 4,118,600 4,790,000 ----------- ----------- ------------ ------------ NET INCOME $ 2,053,482 $ 1,840,174 $ 5,926,776 $ 7,146,287 =========== =========== ============ ============ BASIC EARNINGS PER SHARE $ 0.22 $ 0.19 $ 0.64 $ 0.75 =========== =========== ============ ============ DILUTED EARNINGS PER SHARE $ 0.22 $ 0.19 $ 0.63 $ 0.74 =========== =========== ============ ============
See accompanying notes to condensed consolidated financial statements. Page 2 THE FIRST YEARS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)
2001 2000 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 5,926,776 $ 7,146,287 Adjustments to reconcile net income to net cash provided by operations: Depreciation 1,660,998 1,538,204 Provision for doubtful accounts 272,680 29,208 Loss on disposal of equipment 346,673 271,962 Increase (decrease) arising from working capital items: Accounts receivable (4,409,531) (2,396,415) Inventories 3,743,841 3,867,545 Prepaid expenses and other expenses (549,183) 171,539 Accounts payable and accrued expenses (1,072,282) 610,393 Accrued royalties (596,315) (845,852) Accrued selling expense (567,275) (25,019) Deferred income taxes 0 (106,500) ------------ ------------ Net cash provided by operating activities 4,756,382 10,261,352 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for property, plant, and equipment (2,365,152) (1,877,560) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Cash dividend (550,766) (573,299) Common stock issued under stock option plans 306,468 519,572 Purchase of treasury stock (416,875) (3,625,695) ------------ ------------ Net cash used for financing activities (661,173) (3,679,422) ------------ ------------ INCREASE IN CASH AND CASH EQUIVALENTS 1,730,057 4,704,370 ------------ ------------ CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 21,180,242 13,400,728 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 22,910,299 $ 18,105,098 ============ ============ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for: Income taxes $ 3,788,803 $ 3,599,735 ============ ============ SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES: Treasury stock transactions $ 132,507 $ 0 ============ ============
See accompanying notes to condensed consolidated financial statements. Page 3 THE FIRST YEARS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Amounts in the accompanying balance sheet as of December 31, 2000 are condensed from the Company's audited balance sheet as of that date. All other condensed financial statements are unaudited but, in the opinion of the Company, contain all normal recurring adjustments necessary to present fairly the financial position as of September 30, 2001, and the results of operations and cash flows for the periods ended September 30, 2001 and 2000. Certain reclassifications were made to prior year amounts in order to conform to the current year presentation. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. The Company has 50,000,000 authorized shares of $.10 par value common stock with 10,745,264 and 10,679,337 issued and 9,185,225 and 9,175,765 shares outstanding as of September 30, 2001 and December 31, 2000, respectively. On May 3, 2001 the Board of Directors authorized a $0.06 per share annual cash dividend, which was paid on June 15, 2001 to holders of record at the close of business on May 30, 2001. During the first nine months of 2001, the Company purchased 42,700 shares of the Company's common stock on the open market. The cost of the shares amounted to $416,875 and are currently being held as treasury shares. 3. Computation of the Earnings Per Share ("EPS") in accordance with SFAS No. 128 is as follows:
Three Months Ended September 30, ---------------------------- 2001 2000 ---------- ---------- WEIGHTED AVERAGE SHARES OUTSTANDING 9,188,724 9,497,607 EFFECT OF DILUTIVE SHARES 181,615 157,369 ---------- ---------- WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING 9,370,339 9,654,976 ========== ========== NET INCOME $2,053,482 $1,840,174 ========== ========== BASIC EARNINGS PER SHARE $ 0.22 $ 0.19 ========== ========== DILUTED EARNINGS PER SHARE $ 0.22 $ 0.19 ========== ==========
Page 4 THE FIRST YEARS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Con't) 3. Cont.
Nine Months Ended September 30, --------------------------- 2001 2000 ---------- ---------- WEIGHTED AVERAGE SHARES OUTSTANDING 9,190,831 9,573,960 EFFECT OF DILUTIVE SHARES 148,532 119,979 ---------- ---------- WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING 9,339,363 9,693,939 ========== ========== NET INCOME $5,926,776 $7,146,287 ========== ========== BASIC EARNINGS PER SHARE $ 0.64 $ 0.75 ========== ========== DILUTED EARNINGS PER SHARE $ 0.63 $ 0.74 ========== ==========
As of September 30, 2001 options to purchase 438,990 shares of common stock were not included in the computations of diluted EPS because the options' exercise price was greater than the average price of the Company's common stock. The options, which expire in 2007 to 2009, had exercise prices ranging from $13.50 to $17.00 per share. As of September 30, 2000, options to purchase 451,070 shares of common stock were not included in the computation of diluted EPS because the options' exercise price was greater than the average price of the Company's common shares. The options, which expire in 2007 to 2009 had exercise prices ranging from $13.50 to $17.00 per share. 4. The results of operations for the nine month period ended September 30, 2001 are not necessarily indicative of the results to be expected for the full year. 5. During the first nine months of 2001 and 2000, the Company did not borrow against its $10,000,000 unsecured line of credit established with a bank. 6. On January 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative Instruments and Hedging Activities". This statement establishes accounting and reporting standards for derivative instruments. Specifically, it requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value of a derivative (that is, unrealized gains or losses) will be recorded as a component of an entity's net income or other comprehensive income, depending upon designation (as Page 5 THE FIRST YEARS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Con't) defined in the statement). The adoption of SFAS No. 133 was not material to the Company's consolidated financial statements. During 2000, the Emerging Issues Task Force (EITF) issued EITF No. 00-10, "Accounting for Shipping and Handling Fees and Costs". EIFT No. 00-10 addresses the statements of earnings classification of shipping and handling costs billed to customers and was effective for the fourth quarter of 2000. The adoption of EITF No. 00-10 resulted in a reclassification of $1,814,140 and $5,738,294 of shipping and handling costs for the three and nine-month periods ended September 30, 2000, respectively from selling, general and administrative expenses to cost of products sold to conform with the current year presentation. In May of 2000 the EITF reached consensus on Issue No. 00-14, "Accounting for Certain Sales Incentives." The consensus in EITF No. 00-14 addresses the recognition, measurement and income statement classification for various types of sales incentives, including discounts, consumer coupons, rebates and free products. The consensus requires, amongst other things, certain refunds or rebates of the selling price of a product be classified as a reduction of revenue, versus a selling, general and administrative expense. In April of 2001 the EITF reached consensus on Issue 00-25, "Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer." The consensus in EITF No. 00-25 addresses the income statement classification of "slotting fees", cooperative advertising arrangements and "buydowns". The consensus requires these customer promotional payments to be classified as a reduction of revenue, versus a selling, general and administrative expense. The Company is required to adopt the consensus in both EITF Issue No. 00-14 and 00-25 no later than the first quarter of fiscal year 2002. The implementation of these Issues will result in a reduction to net sales and a corresponding reduction to selling, general and administrative expenses in the consolidated statement of income. However, the implementation of these Issues will not affect net income. Page 6 THE FIRST YEARS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Con't) In July 2001, the Financial Accounting Standards Board issued Statement No. 141 (SFAS No. 141), "Business Combinations", which eliminated the pooling method of accounting effective June 30, 2001, and Statement No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets." SFAS 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. SFAS No. 142 will be adopted in fiscal 2002. The Company does not expect the adoption of these standards to have a material effect on its consolidated financial statements. 7. The Company derives sales from products carrying The First Years brand as well as products sold under licensing agreements. During the first nine months of 2001 and 2000, net sales of The First Years brand products were $69,186,000 and $68,110,000, respectively, while net sales derived from license and specialty products amounted to $34,510,000 and $35,151,000 in the first nine months of 2001 and 2000, respectively. Net export sales, primarily to Europe, Canada, South America, and the Pacific Rim, were approximately $11,652,000 and $11,221,000 during the first nine months of 2001 and 2000, respectively. Page 7 THE FIRST YEARS INC. PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements in this Quarterly Report on Form 10-Q that are not strictly historical are "forward looking" statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the words: believe, expect, anticipate, intend, are confident, estimate and similar expressions, which by their nature refer to future events. Actual future results may differ materially from those anticipated depending on a variety of factors which include, but are not limited to, trends in sales of The First Years Brand and licensed products including the effect of slowing economic activity as a result of the September 11 terrorist attacks, continued success of new Disney character refreshed graphics, continued success of market research identifying new product opportunities, successful introduction of new products, continued product innovation, the success of new enhancements to the Company's brand image, growth in international sales, ability to attract and retain key personnel, and growth in sales and earnings. Information with respect to risk factors is contained in Exhibit 99 to the Company's most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not intend to update any of the forward looking statements after the date of this Report to conform these statements to actual results or changes in our expectations, except as required by law. A. Results of Operations -- Third Quarter of 2001 Compared with Third Quarter of 2000 Net income for the third quarter of 2001 was $2.1 million or $0.22 per diluted share, compared with $1.8 million or $0.19 per diluted share in 2000. Net sales for the third quarter of 2001 were $36.4 million, compared with $32.2 million in the comparable period in 2000. The increase in net sales was partly due to a shift of a significant amount of one major account's purchases from the second quarter to the third, and from pipeline shipments of a new licensed product program to another major account. Cost of products sold for the third quarter of 2001 was $23.4 million, an increase of $2.5 million from the comparable period in 2000, principally due to increased sales. As a percentage of sales, cost of products sold for the third quarter of 2001 decreased to 64% from 65% in the comparable period of 2000, principally due to product mix and planned product cost savings. Page 8 THE FIRST YEARS INC. PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't) Selling, general, and administrative expenses for the third quarter of 2001 were $9.7 million, an increase of $1.3 million from the comparable period in 2000. The increase is primarily attributable to increased payroll and payroll-related costs and also higher selling and product development costs associated with increased product development and marketing efforts. As a percentage of net sales, selling, general, and administrative expenses for the third quarter of 2001 increased to 27% from 26% in the comparable period of 2000. In accordance with generally accepted accounting principles, the Company provides for income taxes on an interim basis using its anticipated effective income tax rate. B. Results of Operations -- First Nine Months of 2001 Compared with First Nine Months of 2000 Net income for the first nine months of 2001 was $5.9 million or $0.63 per diluted share, compared with $7.1 million or $0.74 per diluted share for the comparable period last year. Net sales for the first nine months of 2001 were $103.7 million, up modestly from sales of $103.3 million for the comparable period last year. The increase in net sales was primarily due to an increase in sales of The First Years brand products, partly offset by declines in the sale of licensed products over the corresponding nine-month period of 2000. Cost of products sold for the first nine months of 2001 was $66.2 million, a decrease of $0.5 million, as compared to $66.7 million for the comparable period last year. This decrease is due principally to product mix and planned product cost savings. As a percentage of sales, cost of products sold for the first nine months of 2001 decreased from 65% to 64% from the comparable period of 2000. Page 9 THE FIRST YEARS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't) Selling, general, and administrative expenses for the first nine months of 2001 were $28.0 million, an increase of $2.9 million or 12%, as compared to $25.1 million for the comparable period of 2000. The increase is due primarily to an increased payroll and payroll-related costs and also higher selling and product development costs associated with increased product development efforts. As a percentage of net sales, selling, general, and administrative expenses for the first nine months of 2001 increased to 27% from 24% in the comparable period of 2000. In accordance with generally accepted accounting principles, the Company provides for income taxes on an interim basis using its anticipated effective income tax rate. C. Financial Condition With respect to the Condensed Consolidated Balance Sheets, consolidated assets at September 30, 2001 were $74.7 million, an increase of $3.0 million over assets as of December 31, 2000. The increase was primarily attributable to increases in net receivables, cash and prepaid expenses, partially offset by inventory decreases. The increase in net receivables of $4.1 million is due to higher sales volume in the third quarter of 2001 compared with the final quarter of 2000. Inventories decreased by $3.7 million during the first nine months of 2001 due to normal inventory cycle fluctuations. Cash increased by $1.7 million to $22.9 million at September 30, 2001 primarily due to a decrease in inventories and profitable operations, which was partially offset by an increase in accounts receivable. Consolidated liabilities of $13.3 million at September 30, 2001 were $2.3 million lower than liabilities at December 31, 2000, due principally to payments made during the first nine months of 2001 associated with selling expense accruals and other accounts payable items. Net working capital, defined as current assets less current liabilities, increased in the first nine months of 2001 to $51.3 million at September 30, 2001. This $4.9 million increase from the $46.4 million in net working capital at December 31, 2000 was primarily due to profitable operations. Page 10 THE FIRST YEARS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't) An unsecured bank line of credit of $10.0 million is subject to annual renewal. Amounts outstanding under this line are payable upon demand by the bank. During the first nine months of 2001 and 2000, the Company incurred no borrowings under the line and had no balances outstanding as of September 30, 2001 and 2000, respectively. The Company did not incur any other short-term borrowings during the first nine months of 2001 and 2000. RECENT ACCOUNTING PRONOUNCEMENTS On January 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement establishes accounting and reporting standards for derivative instruments. Specifically, it requires that an entity recognize all derivatives as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value of a derivative (that is, unrealized gains or losses) will be recorded as a component of an entity's net income or other comprehensive income, depending upon designation (as defined in the statement). The adoption of SFAS No. 133 was not material to the Company's consolidated financial statements. During 2000, the Emerging Issues Task Force (EITF) issued EITF No. 00-10, "Accounting for Shipping and Handling Fees and Costs". EIFT No. 00-10 addresses the statements of earnings classification of shipping and handling costs billed to customers and was effective for the fourth quarter of 2000. The adoption of EITF No. 00-10 resulted in a reclassification of $1,814,140 and $5,738,294 of shipping and handling costs for the three and nine-month periods ended September 30, 2000, respectively from selling, general and administrative expenses to cost of products sold to conform with the current year presentation. In May of 2000 the EITF reached consensus on Issue No. 00-14, "Accounting for Certain Sales Incentives." The consensus in EITF No. 00-14 addresses the recognition, measurement and income statement classification for various types of sales incentives, including discounts, consumer coupons, rebates and free products. The consensus requires, amongst other things, certain refunds or rebates of the selling price of a product be classified as a reduction of revenue, versus a selling, general and administrative expense. Page 11 THE FIRST YEARS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't) In April of 2001 the EITF reached consensus on Issue 00-25, "Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer." The consensus in EITF No. 00-25 addresses the income statement classification of "slotting fees", cooperative advertising arrangements and "buydowns". The consensus requires these customer promotional payments to be classified as a reduction of revenue, versus a selling, general and administrative expense. The Company is required to adopt the consensus in both EITF Issue No. 00-14 and 00-25 no later than the first quarter of fiscal year 2002. The implementation of these Issues will result in a reduction to net sales and a corresponding reduction to selling, general, and administrative expenses in the consolidated statement of income. However, the implementation of these Issues will not affect net income. In July 2001, the Financial Accounting Standards Board issued Statement No. 141 (SFAS No. 141), "Business Combinations", which eliminated the pooling method of accounting effective June 30, 2001, and Statement No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets." SFAS 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. SFAS No. 142 will be adopted in fiscal 2002. The Company does not expect the adoption of these standards to have a material effect on its consolidated financial statements. PART I, ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK At September 30, 2001, the Company held foreign currency forward contracts with a bank whereby the Company is committed to deliver foreign currency at predetermined rates. The contracts expire within one year. The Company's future commitment under these contracts totaled approximately $1,034,902 and the fair market value of the contracts approximated their predetermined rates included therein. Also see the Company's disclosure regarding Market Risk in Item 7A of its Annual Report on Form 10K for the fiscal year ended December 31, 2000, as filed with the SEC. Page 12 THE FIRST YEARS INC. PART II - OTHER INFORMATION Item 1: Legal Proceedings Not Applicable Item 2: Changes in Securities and Use of Proceeds Not Applicable Item 3: Defaults Upon Senior Securities Not Applicable Item 4: Submission of Matters to a Vote of Security holders. Not Applicable Item 5: Not Applicable Item 6: Exhibits and Reports on Form 8-K (a) Exhibits - The following exhibits are filed as part of this Report: Exhibit Description 3(i) Restated Articles of Organization of the Registrant (filed as Exhibit (3.1) to Amendment No. 1 to the Registrant's Form S-1 Registration Statement filed with the Commission on October 5, 1995 [Reg. No. 33- 62673] and incorporated herein by reference). 3(ii) By-laws of the Registrant (filed as Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 [File No. 0-7024] and incorporated herein by reference). (b) No reports on Form 8-K have been filed during the quarter covered by this report. Page 13 THE FIRST YEARS INC. 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. THE FIRST YEARS INC. Registrant Date 11/14/01 By: /s/ John R. Beals ---------- ---------------------------- John R. Beals, Senior Vice President and Treasurer, (Duly Authorized Officer and Principal Financial Officer) Page 14 THE FIRST YEARS INC. EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE ------- ----------- ---- 3(i) Restated Articles of Organization of the Registrant (filed as Exhibit (3.1) to Amendment No. 1 to the Registrant's Form S-1 Registration Statement filed with the Commission on October 5, 1995 [Reg. No. 33- 62673] and incorporated herein by reference). 3(ii) By-laws of the Registrant (filed as Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 [File No. 0-7024] and incorporated herein by reference). Page 15 -----END PRIVACY-ENHANCED MESSAGE-----