8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 23, 2004

THE FIRST YEARS INC.

(Exact Name of Registrant as Specified in Charter)

Massachusetts	0-7024	04-2149581
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits. The following exhibit is furnished with this report:

Exhibit No.	Description
99.1	Press release issued by The First Years Inc. on July 23, 2004

Item 12. Results of Operations and Financial Condition.

On July 23, 2004, The First Years Inc. issued a press release to announce its financial results for the quarter ended June 30, 2004. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

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 hereunto duly authorized.

	THE FIRST YEARS INC.
Dated: July 23, 2004	By:	/s/ JOHN R. BEALS
		John R. Beals
		Senior Vice President – Finance, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

The First Years Inc.
Corporate Headquarters
One Kiddie Drive
Avon, MA 02322-1711
Tel: 508-588-1220
Fax: 508-580-6849
www.thefirstyears.com

Contact: John Beals

Senior Vice President, Finance and Treasurer

(508) 588-1220

THE FIRST YEARS REPORTS SECOND QUARTER SALES AND NET INCOME

AVON, Massachusetts, July 23, 2004 – The First Years Inc. (Nasdaq:KIDD), a leading marketer of parenting products for infants and toddlers, today reported sales and net income for the quarter ended June 30, 2004.

Net sales for the quarter increased 9% to $36,944,731 versus $33,944,876 for the second quarter of 2003. Net income for the quarter decreased 37% to $1,284,593 compared with $2,042,815 in the previous year. Fully diluted per share earnings were $0.15 per diluted share for the quarter compared with $0.24 per diluted share a year ago based on diluted weighted average shares outstanding of 8,766,916 and 8,432,462, respectively. Results included a $1.15 million charge, or $.13 per diluted share, for merger-related costs. Net income for the quarter, excluding merger-related costs, would have been $2,436,156 and earnings per diluted share would have been $.28, an increase of 19% and 17%, respectively.

Net sales for the first six months of 2004 increased 9% to $74,077,981 from $67,831,580 for the same period of the prior year. Net income for the six months of 2004 decreased 11% to $3,853,073 compared to $4,334,773 for the first six months of the prior year. Fully diluted earnings per share were $.44 for the first six months of 2004 compared with $.52 for the same period of 2003 based on diluted weighted average shares outstanding of 8,743,960 and 8,374,815, respectively. Excluding merger-related costs, net income for the six months ended June 30, 2004 would have been $5,004,636 and earnings per diluted share would have been $.57, an increase of 15% and 10%, respectively.

“Growth in second quarter sales and earnings was driven primarily by continuing strength in The First Years brand products and expansion of our international business,” said Ronald J. Sidman, President and Chief Executive Officer of The First Years.

About The First Years

The First Years Inc. is a leading international marketer of feeding, soothing, play and care products for infants and toddlers. The Company’s distinctive brands include: “The First Years,” licenses from the Walt Disney Company and “Sesame Street^®,” licensed from the Sesame Workshop.

Included in this release are certain “forward-looking” statements, involving risks and uncertainties, which are covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s financial performance. Such statements are based on management’s current expectations and are subject to certain factors, risks and uncertainties that may cause actual results, events and performance to differ materially from those referred to or implied by such statements. In addition, actual future results may differ materially from those anticipated, depending on a variety of factors, which include, but are not limited to, sales of The First Years^® brand, trends in sales of The First Years brand and licensed products, continued success of new Disney character refreshed graphics, continued maintenance of favorable license arrangements, 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 domestic and international sales, ability to attract and retain key personnel, sales and earnings results, and general economic conditions affecting consumer spending, including uncertainties relating to global political conditions, such as terrorism and the conflict in Iraq. Information with respect to important factors that should be considered is contained in the Company’s 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 release to conform these statements to actual results or to changes in its expectations.

THE FIRST YEARS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	June 30, 2004		December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	25,669,223	$	24,730,265
Accounts receivable, net		25,452,409		25,891,057
Inventories		20,564,788		20,298,164
Prepaid expenses and other assets		824,938		801,566
Deferred tax assets		2,157,200		2,157,200
Total current assets		74,668,558		73,878,252
Property, plant, and equipment, net		10,614,570		10,786,503
Total Assets	$	85,283,128	$	84,664,755
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	14,066,515	$	14,788,716
Accrued royalty expenses		1,200,000		1,431,051
Accrued selling expenses		1,716,452		3,107,430
Total current liabilities		16,982,967		19,327,197
Deferred tax liability		1,391,900		1,391,900
Stockholders’ equity		66,908,261		63,945,658
Total Liabilities and Stockholders’ Equity	$	85,283,128	$	84,664,755

THE FIRST YEARS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	THREE MONTHS ENDED JUNE 30,					SIX MONTHS ENDED JUNE 30,
	2004			2003		2004			2003
Net Sales	$	36,944,731		$	33,944,876	$	74,077,981		$	67,831,580
Cost of Sales		23,370,686			21,844,748		46,988,426			43,517,698
Gross Profit		13,574,045			12,100,128		27,089,555			24,313,882
Selling, General, and Administrative Expenses		9,657,747			8,977,173		19,047,398			17,359,010
Operating Income		3,916,298			3,122,955		8,042,157			6,954,872
Merger-related Costs		(1,151,563	)		—		(1,151,563	)		—
Interest Income		44,958			40,860		95,479			93,601
Income before Income Taxes		2,809,693			3,163,815		6,986,073			7,048,473
Provision for Income Taxes		1,525,100			1,121,000		3,133,000			2,713,700
Net Income	$	1,284,593		$	2,042,815	$	3,853,073		$	4,334,773
Basic Earnings Per Share	$	0.15		$	0.25	$	0.46		$	0.53
Basic Weighted Average Number of Shares Outstanding		8,345,215			8,242,217		8,341,604			8,230,856
Diluted Earnings Per Share	$	0.15		$	0.24	$	0.44		$	0.52
Diluted Weighted Average Number of Shares Outstanding		8,766,916			8,432,462		8,743,960			8,374,815