10-Q

Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

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

For the quarterly period ended June 30, 2004

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 incorporation or organization)	(I.R.S. 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)

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  ¨

Indicate by check mark whether the Company is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

The number of shares of Registrant’s common stock outstanding on July 31, 2004 was 8,355,770.

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	8-10
Quantitative and Qualitative Disclosure about Market Risk	11
Controls and Procedures	11
PART II - OTHER INFORMATION:
Other Information	12 – 13
SIGNATURES	14
CERTIFICATIONS
EXHIBIT INDEX	15

THE FIRST YEARS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2004			December 31, 2003
	(Unaudited)
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:
Land		167,266			167,266
Building and improvements		6,798,774			6,798,774
Machinery and molds		10,954,160			10,075,203
Furniture and equipment		9,184,034			8,795,739
Total		27,104,234			25,836,982
Less accumulated depreciation		16,489,664			15,050,479
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:
Common stock		1,096,338			1,094,497
Paid-in-capital		11,269,134			11,073,595
Retained earnings		84,943,755			82,091,793
Deferred Compensation		(73,625	)		(96,875	)
Less treasury stock at cost, 2,614,364 and 2,607,620 shares as of June 30, 2004 and December 31, 2003, respectively		(30,327,341	)		(30,217,352	)
Total stockholders’ equity		66,908,261			63,945,658
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	85,283,128		$	84,664,755

See accompanying notes to condensed consolidated financial statements.

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THE FIRST YEARS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2004		2003		2004		2003
NET SALES	$	36,944,732	$	33,944,876	$	74,077,982	$	67,831,580
COST OF PRODUCTS SOLD		23,370,687		21,844,748		46,988,427		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 (NOTE 8)		1,151,563		0		1,151,563		0
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
DILUTED EARNINGS PER SHARE	$	0.15	$	0.24	$	0.44	$	0.52

See accompanying notes to condensed consolidated financial statements.

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THE FIRST YEARS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE

SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(Unaudited)

	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,853,073		$	4,334,773
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation		1,439,120			1,410,443
Stock compensation expense		23,250			0
Provision for doubtful accounts		(69,019	)		90,649
Increase (decrease) arising from working capital items:
Accounts receivable		507,667			(2,150,719	)
Inventories		(266,624	)		(1,769,058	)
Prepaid expenses and other assets		(23,372	)		801,512
Accounts payable and accrued expenses		(714,601	)		(5,065,309	)
Accrued royalties		(231,051	)		(90,073	)
Accrued selling expense		(1,390,978	)		(1,339,283	)
Net cash provided by (used for) operating activities		3,127,465			(3,777,065	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant, and equipment		(1,267,187	)		(893,360	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividend		(1,001,112	)		(495,070	)
Common stock issued under stock option plans		79,792			620,869
Purchase of treasury stock		0			(93,234	)
Net cash (used for) provided by financing activities		(921,320	)		32,565
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		938,958			(4,637,860	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		24,730,265			21,989,782
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	25,669,223		$	17,351,922
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Income taxes	$	3,703,445		$	3,098,627
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Exercise of stock options through delivery of previously owned shares	$	109,989		$	0

See accompanying notes to condensed consolidated financial statements.

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THE FIRST YEARS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation — Amounts in the accompanying balance sheet as of December 31, 2003 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 June 30, 2004 and the results of operations and cash flows for the periods ended June 30, 2004 and 2003. 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. The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year.

Stock-Based Compensation — Pursuant to Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” the Company applies the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” to its stock options and other stock-based compensation plans.

In accordance with APB No. 25, compensation cost for stock options is recognized in income based on the excess, if any, of the quoted market price of the stock at the grant date of the award or other measurement date over the amount an employee must pay to acquire the stock. Generally, the exercise price for stock options granted to employees equals or exceeds the fair market value of the Company’s common stock at the date of grant, thereby resulting in no recognition of compensation expense by the Company.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation. The estimated fair value of each of the Company’s options is calculated using the Binomial option-pricing model.

	Three Months Ended June 30,
	2004			2003
Net Income - as reported	$	1,284,593		$	2,042,815
Add: Stock-based compensation expense included in reported net income, net of tax		7,149			0
Less: Stock-based employee compensation expense determined under fair value based method, net of tax		(146,740	)		(483,645	)
Net income - pro forma	$	1,145,002		$	1,559,170
Earnings per share
Basic - as reported	$	0.15		$	0.25
Basic - pro forma	$	0.14		$	0.19
Diluted - as reported	$	0.15		$	0.24
Diluted - pro forma	$	0.13		$	0.18

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	Six Months Ended June 30,
	2004			2003
Net Income - as reported	$	3,853,073		$	4,334,773
Add: Stock based compensation expense included in reported net income, net of tax		14,299
Less: Stock-based employee compensation expense determined under fair value based method, net of tax		(387,606	)		(763,431	)
Net income - pro forma	$	3,479,766		$	3,571,342
Earnings per share
Basic - as reported	$	0.46		$	0.53
Basic - pro forma	$	0.42		$	0.43
Diluted - as reported	$	0.44		$	0.52
Diluted - pro forma	$	0.40		$	0.43

2. Common Stock - The Company has 50,000,000 authorized shares of $.10 par value common stock with 10,963,383 and 10,944,970 shares issued and 8,349,019 and 8,337,350 shares outstanding as of June 30, 2004 and December 31, 2003, respectively.

3. Earnings Per Share - Computation of earnings per share (“EPS”) is as follows:

	Three Months Ended June 30,
	2004		2003
Weighted Average Shares Outstanding		8,345,215		8,242,217
Effect of Dilutive Shares		421,701		190,245
Weighted Average Diluted Shares Outstanding		8,766,916		8,432,462
Net Income	$	1,284,593	$	2,042,815
Basic Earnings Per Share	$	0.15	$	0.25
Diluted Earnings Per Share	$	0.15	$	0.24

	Six Months Ended June 30,
	2004		2003
Weighted Average Shares Outstanding		8,341,519		8,230,856
Effect of Dilutive Shares		399,162		143,959
Weighted Average Diluted Shares Outstanding		8,740,681		8,374,815
Net Income	$	3,853,073	$	4,334,773
Basic Earnings Per Share	$	0.46	$	0.53
Diluted Earnings Per Share	$	0.44	$	0.52

All options to purchase shares of common stock for the three months and the six months ended June 30, 2004 were included in the computation of diluted EPS because the exercise prices of those options were less than the average market price of the Company’s common stock. Options to purchase 576,389 shares of common stock for the three months ended June 30, 2003 and options to purchase 698,941 shares of common stock for the six months ended June 30, 2003 were not included in the computation of diluted EPS because the exercise prices of those options were greater than the average market price of the Company’s common stock.

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4. Derivative Instruments — From time to time, the Company uses derivative financial instruments in the form of foreign currency forward exchange contracts to manage foreign currency risks on future cash flows emanating from sales denominated in foreign currencies and the receipt of cash from such transactions. It is the Company’s policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes.

Currency contracts are designated as, and are highly effective as, hedges of anticipated sales in specific currencies. Prior to an anticipated transaction closing, the gain or loss on the forward exchange contract is accumulated in other comprehensive income, and reclassified against revenue when the hedged transaction is recorded. Subsequent changes in the value of the contract are recorded in the income statement, generally as an offset to gains or losses on the receivables generated by the sales transactions.

During the six months ended June 30, 2004, the Company did not enter into any forward exchange currency contracts and therefore did not reclassify any amount into results of operations.

5. Comprehensive Income — Comprehensive income for the three and six months ended June 30, 2004 and 2003 is as follows:

	Three Months Ended June 30,
	2004		2003
Net Income		1,284,593		2,042,815
Other comprehensive loss, net of tax:
Net change in fair value of cash flow hedges		0		(159,461	)
Amounts reclassified into results of operations		0		49,097
Comprehensive Income	$	1,284,593	$	1,932,451

	Six Months Ended June 30,
	2004		2003
Net Income		3,853,073		4,334,773
Other comprehensive loss, net of tax:
Net change in fair value of cash flow hedges		0		(278,157	)
Amounts reclassified into results of operations		0		88,131
Comprehensive Income	$	3,853,073	$	4,144,747

6. Borrowings & Line of Credit — During the first six months of 2004 and 2003, the Company did not borrow against its $10,000,000 unsecured line of credit established with a bank.

7. Concentrations & Export Sales — The Company derives sales from products carrying The First Years brand as well as products sold under licensing agreements. During the first six months of 2004 and 2003, net sales of The First Years brand products were approximately $53,137,000 and $46,648,000, respectively, while net sales derived from license and specialty products amounted to approximately $20,941,000 and $21,184,000 in the first six months of 2004 and 2003, respectively. Net export sales, primarily to Europe, Canada, South America, and the Pacific Rim, were approximately $11,124,000 and $9,803,000 during the first six months of 2004 and 2003, respectively.

8. Pending Merger – On June 4, 2004, the Company, RC2 Corporation, and RBVD Acquisition Corp., a wholly-owned subsidiary of RC2 Corporation (“RBVD”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provides for the merger of RBVD with and into the Company, with the Company being the surviving corporation (the “Merger”). Under the Merger Agreement, upon consummation of the Merger, each share of the Company’s common stock outstanding immediately prior to the effective time of the Merger will be converted automatically into the right to receive $18.60 in cash, without interest. The Merger is subject to approval by the Company’s shareholders and other certain closing conditions. A meeting date of September 14, 2004, has been established for a meeting of the Company’s shareholders to vote upon the Merger Agreement, and the Merger is expected to close in

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the third quarter of 2004. There can be no assurance, however, that the Merger will be consummated in a timely manner or at all, due to the failure of the Company’s shareholders to approve the Merger Agreement, the failure of the parties to satisfy the other closing conditions, or other factors. In connection with the Merger, in the second quarter of 2004 the Company incurred $1.2 million of non-operating costs, principally legal fees, associated with the negotiation and execution of the Merger Agreement and the preparation of proxy and other merger-related materials. These costs are not expected to be tax deductible, and, as a result have caused a significant increase in the tax rate from 35% and 39% for the three and six month periods ended June 30, 2003 to 54% and 45% for the three and six month periods ended June 30, 2004.

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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, 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 reduced economic activity, continued success of new Disney character refreshed graphics, continued maintenance of favorable license arrangements, disruptions to the Company’s business as a result of the announcement and pendency of the proposed merger with RC2 Corporation, the potential negative effects on the Company if the merger is not consummated for any reason, 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 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. Additional information with respect to risk factors is contained in 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 the Company’s expectations, except as required by law.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related notes. Some of these estimates require difficult, subjective and/or complex judgments about matters that are inherently uncertain, and, as a result, actual results may differ from those estimates. Due to the judgment and estimation involved, the following summarized accounting policies and their application are considered to be critical to understanding the business operations, financial condition, and results of operations of The First Years Inc.

Revenue Recognition — In accordance with Staff Accounting Bulletin No. 104, we recognize revenue when products are shipped or delivered and substantial risks of ownership transfer to the customer, a firm sales agreement is in place, and collectibility of the fixed or determinable sales price is reasonably assured. Common to our industry, customers may be authorized to return selected products and we reduce sales and accounts receivable for actual returns and estimate future returns based on historical trends and information available to us, including the pattern of returns immediately following the reporting period. We also maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers deteriorates, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories — Inventories, consisting of finished goods, unpackaged components, and supplies, are stated at the lower of cost or market with cost determined using the first-in, first-out method. We make certain obsolescence and other assumptions to adjust inventory based on historical experience and current information. We write down inventory for estimated obsolete or unmarketable inventory equal to the difference between the costs of inventory and estimated market value, based upon assumptions about future demand and market conditions. In the event of a write down of inventory, we also review molds associated with those products to determine whether there has been a significant impairment to the carrying value of the asset. If the carrying value of these assets is considered not to be recoverable, such assets are written down as appropriate. These assumptions, although consistently applied, can have a significant impact on current and future operating results and financial position.

Sales Incentives — Sales incentives offered to customers to promote the sales of our products include costs related to cooperative advertising programs, promotions, slotting fees or buydowns, and certain rebates. In determining these costs, we reflect activity and make estimates of certain costs of promotional activity based on historical arrangements and information available to us. Costs associated with sales incentives are reflected as a reduction of revenue when recognized.

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A. Results of Operations - Second Quarter of 2004 Compared with Second Quarter of 2003

Net Sales

Consolidated net sales for the second quarter of 2004 was $36.9 million, an increase of $3.0 million or 9%, as compared to net sales of $33.9 million in the second quarter of 2003. Domestic sales increased 7% and international sales increased 19% compared to the same period in 2003. This increase reflects increased sales in The First Years brand key product programs, particularly Take & Toss^® feeding, supported by an improved licensed and specialty business. In the second quarter of 2004, net sales of The First Years brand products increased 9% primarily due to a continued expansion of key product programs into top retailers. Net sales of licensed and specialty products increased by 7% principally due to the timing of promotional activities and product distribution.

Net sales of The First Years brand products as a percentage of total net sales remained consistent at 71% in the second quarter of 2004 as compared to the second quarter of 2003. As a percentage of net sales, sales of licensed and specialty products also remained consistent at 29% in the second quarter of 2004. International net sales as a percentage of total net sales increased to 17% in the second quarter of 2004 compared to 15% in the same period of 2003.

Cost of Sales and Gross Profit

Cost of products sold in the second quarter of 2004 was $23.4 million, an increase of $1.5 million or 7%, as compared to $21.8 million in the comparable period of 2003. As a percentage of net sales, cost of products sold and gross profit in the second quarter of 2004 changed modestly to 63% and 37%, compared to 64% and 36%, respectively, in the second quarter of 2003.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses in the second quarter of 2004 were $9.7 million, an increase of $0.7 million or 8%, as compared to $9.0 million in the second quarter of 2003. As a percentage of net sales, selling, general, and administrative costs remained consistent at approximately 26%. The dollar increase in selling, general, and administrative expenses was primarily due to increased marketing and product development costs.

Merger-Related Costs

During the second quarter of 2004, the Company incurred $1.2 million in costs associated with the proposed merger with RC2 Corporation. These non-operating costs were principally legal fees related to the negotiation and execution of the Merger agreement with RC2 Corporation and proxy preparation and other merger matters. These costs are not expected to be tax deductible, and, as a result have caused a significant increase in the tax rate from 35% to 54% for the three-month period ended June 30, 2003 and 2004, respectively.

Net Income

Net income for the second quarter of 2004 decreased 37% to $1.3 million or $0.15 per diluted share, compared with $2.0 million or $0.24 per diluted share in the comparable period of 2003. As a percentage of net sales, net income decreased from 6.0% to 3.5% in the second quarter of 2004. The decrease in net income is principally due to merger-related costs, as operating income increased 25% over the comparable period in 2003. Net income for the quarter, excluding merger-related costs, would have been $2.4 million or $.28 per diluted share, an increase of 19% and 17%, respectively, over the prior year comparable period.

B. Results of Operations - First Half of 2004 Compared with First Half of 2003

Net Sales

Consolidated net sales for the first half of 2004 was $74.1 million, an increase of $6.2 million or 9%, as compared to net sales of $67.8 million in the first half of 2003. Domestic sales increased 8% and international sales increased 13% compared to the same period in 2003. This increase reflects increased sales (19% and 9% in the first and second quarters of 2004) in The First Years brand product programs, particularly Take & Toss feeding, and a continued focus on key customers in Canada and Europe. Net sales of licensed and specialty products decreased modestly (1%), with sales declines in the first quarter of the year substantially offset by improved second quarter sales performance related to product distribution and promotional timing.

Net sales of The First Years brand products as a percentage of total net sales increased to 72% in the first half of 2004 as compared to 69% in the first half of 2003. As a percentage of net sales, sales of licensed and specialty products decreased to 28% in the first half of 2004 as compared to 31% in the first half of 2003. International net sales as a percentage of total net sales increased to 15% in the first half of 2004 compared to 14% in the same period of 2003.

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Cost of Sales and Gross Profit

Cost of products sold in the first half of 2004 was $47.0 million, an increase of $3.5 million or 8%, as compared to $43.5 million in the comparable period of 2003. As a percentage of net sales, cost of products sold and gross profit in the first half of 2004 were 63% and 37%, compared to 64% and 36%, respectively, in the first half of 2003.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses in the first half of 2004 were $19.0 million, an increase of $1.7 million or 10%, as compared to $17.4 million in the first half of 2003. As a percentage of net sales, selling, general, and administrative costs remained consistent at approximately 26%. The dollar increase in selling, general, and administrative expenses was primarily due to increased marketing and product development costs.

Merger-Related Costs

During the first half of 2004, the Company incurred $1.2 million in costs associated with the proposed merger with RC2 Corporation. These non-operating costs were principally legal fees related to the negotiation and execution of the Merger agreement with RC2 Corporation and proxy preparation and other merger matters. These costs are not expected to be tax deductible, and, as a result have caused a significant increase in the tax rate from 39% to 45% for the six-month period ended June 30, 2003 and 2004, respectively.

Net Income

Net income for the first half of 2004 decreased 11% to $3.9 million or $0.44 per diluted share, compared with $4.3 million or $0.52 per diluted share in the comparable period of 2003. As a percentage of net sales, net income decreased from 6% to 5% in the first half of 2004. The decrease in net income is principally due to merger-related costs, as operating income increased 16% over the comparable period in 2003. Net income for the first half, excluding merger-related costs, would have been $5.0 million or $.57 per diluted share, an increase of 15% and 10%, respectively, over the prior year comparable period.

C. Financial Condition

Consolidated assets of $85.3 million at June 30, 2004 were $0.6 million higher than at December 31, 2003.

The Company’s cash and cash equivalents increased by $0.9 million at June 30, 2004 from $24.7 million at December 31, 2003. The increase resulted primarily from $3.1 million provided by operating activities, offset by $1.3 million used for investing and $0.9 million used for financing activities.

Net cash of $3.1 million provided by operating activities consisted primarily of $5.2 million from net income adjusted for non-cash items, offset by $2.1 million used in working capital and other activities. Net cash used in working capital and other activities resulted primarily from a decrease in receivables, accrued payables, accrued royalty expenses, accrued selling expenses, offset by an increase in inventories and prepaid expenses. Days sales outstanding were 58 for the quarter ended June 30, 2004 and 64 for the year ended December 31, 2003. The decrease in days sales outstanding is primarily attributable to a decrease in accounts receivable for the quarter ended June 30, 2004 as compared to the year ended December 31, 2003. Inventory turns were 2.3 for the quarter ended June 30, 2004 and 2.6 for the comparable period in 2003.

Net cash of $1.3 million used in investing activities resulted from capital expenditures. Capital expenditures for the quarter ended June 30, 2004 consisted primarily of additions to machinery and molds for new production molds.

Net cash of $0.9 million was used by financing activities consisted primarily of a cash dividend slightly offset by proceeds on the issuance of common stock under the Company’s stock option plans.

Estimated uses of cash for the full year of 2004 include capital expenditures for building and improvements, machinery and molds, and equipment of approximately $2 – 3 million. We expect to fund expenditures for capital requirements as well as liquidity needs from available cash balances and internally generated funds. We have an unsecured line of credit of $10 million, which is subject to annual renewal at the option of the bank. Any amounts outstanding under the line are payable upon demand by the bank. For the quarter ended June 30, 2004, we had no borrowings under the line of credit and, as of June 30, 2004, there were no balances outstanding.

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Part I, Item 3.

Quantitative and Qualitative Disclosure about Market Risk

We are exposed to certain market risks, which include changes in United States and international interest rates as well as changes in currency exchange rates as measured against the United States dollar and each other. We attempt to reduce material risks by using foreign currency forward exchange contracts from time to time and managing our working capital to minimize currency and interest rate exposure.

Foreign Currency Market Risk

Our international operations are subject to certain opportunities and risks, including currency fluctuations. In the quarter ended June 30, 2004, our international sales accounted for 17% of total net sales. The value of the United States dollar affects our financial results, and changes in exchange rates may affect our revenues, gross margins, operating expenses, and retained earnings as expressed in United States dollars. From time to time, we use forward exchange contracts to hedge cash flows arising from sales denominated in foreign currencies to limit the impact of currency fluctuations. Principal currencies hedged include the Euro, the British Pound, and the Canadian Dollar. We also attempt to minimize currency exposure risk through working capital management.

Interest Rate Risks

Changes in interest rates affect interest income earned on the Company’s cash equivalents and short-term investments, composed primarily of U.S. treasury obligations and short-term money market instruments. We do not attempt to reduce or eliminate our market exposure to changes in interest rates in the U.S. or in international operations.

Also see the Company’s disclosure regarding Market Risk in Item 7A of its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the SEC.

Part I, Item 4.

Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Evaluation of disclosure controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods.

Changes in internal controls. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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THE FIRST YEARS INC.

PART II - OTHER INFORMATION

Item 1: Legal Proceedings

On June 30, 2004, a putative class action complaint was filed with the Superior Court Department of the Trial Court Civil Action Business Litigation Session of The Commonwealth of Massachusetts, Suffolk County, styled as Arthur Marshall, individually and on behalf of all others similarly situated, vs. The First Years Inc., Ronald J. Sidman, Richard E. Wenz, Beth J. Kaplan, Walker J. Wallace, Kenneth R. Sidman, Lewis M. Weston, Fred T. Page, Evelyn Sidman and Benjamin Peltz. The complaint alleges two causes of action: breach of fiduciary duty by the Company’s directors in connection with the negotiation and execution of the Merger Agreement, and aiding and abetting in the breach of those fiduciary duties by the Company. In connection with these allegations, the complaint asserts that the defendants failed to seek alternatives to the sale of the Company, failed to engage in a meaningful auction to obtain the highest value for the Company’s shareholders, approved unfair terms in the Merger Agreement, and failed to disclose all material information concerning the Merger. The complaint seeks monetary damages and injunctive relief to enjoin the Merger. The Company believes that the allegations contained in the complaint are entirely without merit and intends to defend against the claims vigorously.

In addition, we are involved in legal proceedings which have arisen in the ordinary course of business. We do not believe that these proceedings will have a material adverse effect on our financial position or results of operation.

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 Securityholders.

No matters were submitted to a vote of security holders, through solicitation of proxies or otherwise, during the three months ended June 30, 2004.

Item 5:

Not Applicable

-12-

Item 6: Exhibits and Reports on Form 8-K

(a) Exhibits — The following exhibits are filed as part of this Report:

2.1	Agreement and Plan of Merger among RC2 Corporation, RBVD Acquisition Corp. and The First Years Inc., dated as of June 4, 2004, (excluding schedules, which the Company agrees to furnish supplementally to the Commission upon request). Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated June 4, 2004 and filed on June 7, 2004 and incorporated herein by reference.
3.1	Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 on October 5, 1995 (File No. 33-62673) and incorporated herein by reference.
3.2	Articles of Amendment to Restated Articles of Organization of the Company. Filed as Exhibit 3.1.2 to the Company’s annual report on Form 10-K for the period ended December 31, 2003 and incorporated herein by reference.
3.3	By-laws of the Company. Filed as Exhibit (3)(ii) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
4.1	Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by reference.
4.2	Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A on November 20, 2001 and incorporated herein by reference.
4.3	Amendment to Common Stock Rights Agreement, dated as of June 4, 2004, between The First Years Inc. and Equiserve Trust Company, N.A. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 4, 2004 and filed on June 7, 2004 and incorporated herein by reference.
10.1	Termination and Waiver of Rights under Employment Agreement, dated as of June 4, 2004, by and between The First Years Inc. and Ronald J. Sidman.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

During the second quarter of 2004, the Company filed the following reports on Form 8-K.

Item 5. Other Items:

On May 7, 2004, the Company furnished a Current Report on Form 8-K, dated the same date, regarding its earnings press release for the quarter ended March 31, 2004 and announcing a quarterly cash dividend.

On June 7, 2004, the Company filed a Current Report on Form 8-K, dated June 4, 2004, regarding its press release announcing the signing of a definitive merger agreement with RC2 Corporation.

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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 8/9/04
	By:	/s/ John R. Beals
		John R. Beals,
		Senior Vice President - Finance and Treasurer
		(Duly Authorized Officer and Principal Financial Officer)

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THE FIRST YEARS INC.

EXHIBIT INDEX

2.1	Agreement and Plan of Merger among RC2 Corporation, RBVD Acquisition Corp. and The First Years Inc., dated as of June 4, 2004, (excluding schedules, which the Company agrees to furnish supplementally to the Commission upon request). Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated June 4, 2004 and filed on June 7, 2004 and incorporated herein by reference.
3.1	Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 on October 5, 1995 (File No. 33-62673) and incorporated herein by reference.
3.2	Articles of Amendment to Restated Articles of Organization of the Company. Filed as Exhibit 3.1.2 to the Company’s annual report on Form 10-K for the period ended December 31, 2003 and incorporated herein by reference.
3.3	By-laws of the Company. Filed as Exhibit (3)(ii) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
4.1	Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by reference.
4.2	Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A on November 20, 2001 and incorporated herein by reference.
4.3	Amendment to Common Stock Rights Agreement, dated as of June 4, 2004, between The First Years Inc. and Equiserve Trust Company, N.A. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 4, 2004 and filed on June 7, 2004 and incorporated herein by reference.
10.1	Termination and Waiver of Rights under Employment Agreement, dated as of June 4, 2004, by and between The First Years Inc. and Ronald J. Sidman.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EX-10.1

EXHIBIT 10.1

TERMINATION AND WAIVER OF RIGHTS UNDER EMPLOYMENT AGREEMENT

This Termination and Waiver of Rights Under Employment Agreement is dated as of June 4, 2004, by and between THE FIRST YEARS, INC., a Massachusetts corporation (the “Company”), and Ronald J. Sidman (the “Employee”). The Company and the Employee are sometimes referred to herein as the “Parties”.

RECITALS

A. Pursuant to an Agreement and Plan of Merger dated as of the date hereof, among RC2 Corporation (the “Purchaser”), RBVD Acquisition Corp. and the Company (the “Merger Agreement”), the Company has agreed to be acquired via merger (the “Merger”) by Purchaser.

B. The Company and the Employee have entered an Employment Agreement, dated September 30, 1999 (the “Employment Agreement”).

C. The Company and the Employee acknowledge that the Employee will be entitled to receive payments pursuant to the Employment Agreement as the result of the Merger. Subject to the consummation of the Merger, the Company and the Employee desire to enter into this Agreement to set forth the payments and other benefits to which the Employee will be entitled from the Company following the Merger.

AGREEMENTS

In consideration of the recitals and the mutual covenants and agreements set forth in this Agreement, the parties agree as follows:

1. Subject to the consummation of the Merger, the Employee and the Company agree that the Employee shall be entitled to the following in full consideration of the waiver of rights pursuant to this Agreement:

(a) The Employee shall be entitled to a bonus of $1,361,793 (the “Merger Bonus”). The Merger Bonus shall be paid on the date that the Effective Time (as defined in the Merger Agreement) occurs.

(b) The Employee shall be entitled to continue to participate in the following benefits for a period of three years from the Effective Time:

(i) The Company shall pay the annual premium or premiums on:

(A) a life insurance policy or policies, the total face amount of which shall not exceed seven and a half million dollars ($7,500,000); and

(B) a long-term disability insurance policy with the Paul Revere Life Insurance Company or a similar long-term disability insurance policy with any other insurance carrier providing substantially similar benefits.

(ii) The Employee shall be eligible to participate in all savings, retirement, pension, profit-sharing, 401-K, and welfare (including without limitation, group medical, dental, hospitalization, disability, life insurance) plans, and fringe benefit plans, practices, policies and programs (but excluding the medical reimbursement plan for certain officers of the Company) on a basis no less favorable than that of the Employee at the Effective Time (the “Benefits”).

(iii) The Company shall reimburse the Employee for all reasonable expenses, including those for travel and entertainment, incurred by him in the performance of his duties hereunder, in accordance with policies established from time to time by the Board of Directors or the Compensation Committee of the Board of Directors of the Company.

For purposes of the application of all Benefit plans, the Employee shall be treated as if he had remained in the employ of the Company for such three-year period. In the event the Employee is not permitted to participate in any Benefit plan, including without limitation any pension or 401-K plans, the Company will make equivalent payments to the Employee on an after-tax basis equal to the payments which would have been made to such plans.

(c) Notwithstanding the foregoing Paragraph (b), with respect to medical, dental and hospitalization benefits provided to the Employee at the Effective Time (“Medical Benefits”), the Employee will continue to participate in such Medical Benefits until the Employee is eligible for and entitled to coverage under Medicare; provided, however, that to the extent such Medical Benefits cannot be provided to the Employee under the terms of any Plan, the Company shall pay to the Employee, on an after-tax basis, an amount necessary for Employee to acquire substantially equivalent Medical Benefits until the Employee is eligible for and entitled to coverage under Medicare; and provided further that such Medical Benefits shall terminate if the Employee becomes employed by or is otherwise affiliated with another party that provides benefits substantially equivalent to the Medical Benefits;

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(d) With respect to each option to purchase common stock of the Company held by the Employee at the Effective Time, all such options shall become immediately exercisable in full, and each option may be exercised by the Employee until the earlier of (A) the three (3) year anniversary date of the Effective Time or (B) the expiration date of such option. Notwithstanding the foregoing, any incentive stock options (“ISO’s”) held by the Employee at the Effective Time may not be exercised more than three (3) months after the Effective Time.

(e) The Company shall also pay to the Employee all reasonable legal fees and expenses incurred by the Employee, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement, or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Internal Revenue Code (the “Code”) to any payment or benefit provided hereunder. Such payments shall be made within ten (10) business days after delivery of the Employee’s written requests for payment accompanied with such evidence of fees and expenses incurred as is reasonable.

(f) (i) Anything in this Agreement to the contrary notwithstanding, in the event that any “payments in the nature of compensation” within the meaning of Section 280G of the Code by the Company or the Purchaser to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section (f) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Employee with respect to such excise tax (the excise tax imposed by Section 4999 of the Code, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-up Payment”) in an amount such that after payment by the Employee of all taxes imposed upon the Gross-up Payment, including without limitation, any income taxes, FICA taxes (and any interest and penalties imposed with respect to income taxes or any other taxes) and Excise Tax, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

(ii) Subject to the provisions of Section (f)(iii) below, all determinations required to be made under this Section (f), including whether and when a Gross-up Payment is required and the amount of such Gross-up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the accounting firm representing the Company at such time (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company

3

and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the Purchaser, the Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to herein as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be paid by the Employee and then reimbursed to him by the Company. Any Gross-up Payment, as determined pursuant to this Section (f), shall be paid by the Company to the Employee within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable, it shall furnish the Employee with a written opinion that failure to report the Excise Tax on the Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-up Payments-which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section (f)(iii) and the Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred within 15 business days of receipt of notice from the Employee that there has been an Underpayment, and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee.

(iii) The Employee shall notify the Company in writing of any assertion by the Internal Revenue Service that, if successful, would require the payment by the Company of such Gross-Up Payment (an “Assertion”). Such notification shall be given as soon as practicable after the Employee is informed in writing of such Assertion, and shall apprise the Company of the nature of such Assertion and the date on which such Assertion is requested to be paid. The Employee shall not pay such Assertion prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such Assertion is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such Assertion, the Employee shall:

(A) give the Company any information reasonably requested by the Company relating to such Assertion;

4

(B) take such action in connection with contesting such Assertion as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Assertion by an attorney selected by the Company and reasonably acceptable to the Employee;

(C) cooperate with the Company in good faith in order effectively to contest such Assertion; and

(D) permit the Company to participate in any proceedings relating to such Assertion; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section (f)(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Assertion and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the Assertion in any permissible manner; and the Employee agrees to prosecute such contest to a determination before any administrative tribunal in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such Assertion and sue for a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of the taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable hereunder, and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(iv) If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section (f)(iii), the Employee becomes entitled to receive any refund with respect to such Assertion, the Employee shall (subject to the Company’s complying with the requirements of Section (f)(iii)) promptly pay to the Company the amount of such refund (together with any

5

interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section (f)(iii), a determination is made that the Employee shall not be entitled to any refund with respect to such Assertion, and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-up Payment required to be paid.

(g) The Company shall pay to the Employee a lump sum amount in cash equal to the sum of the Employee’s base salary through the Effective Time to the extent not theretofore paid, any accrued vacation pay and any other amounts due Employee as of the Effective Time. Such amount will be paid within ten (10) days after the Effective Date.

6. Effective at the time the Employee receives payment (the “Time of Payment”) of the “Merger Bonus,” the Employment Agreement, together with any other agreement between the Company and the Employee entered into prior to this Agreement (other than any stock option agreement relating to any option referred to in Section 1(d)) and the Indemnification Agreement dated February 5, 2004 between the Company and the Employee (collectively, the “Surviving Agreements”), shall be immediately, automatically and without further action on the part of the Company or the Employee, terminated and of no further force or effect.

7. Effective at the Time of Payment, the Employee, immediately, automatically and without further action on the part of the Parties, waives any right to payments under the Employment Agreement and under any other agreement between the Parties entered into prior to the date of this Agreement (other than the Surviving Agreements).

8. Effective at the Time of Payment, and in addition to the waiver of payment by the Employee pursuant to section 7 and not in limitation thereof, the Parties, immediately, automatically and without further action on the part of the Parties, release, acquit and discharge one another from all claims, liabilities and obligations relating to the Employment Agreement and any agreement entered into prior to the date of this Agreement (other than the Surviving Agreements), whether known or unknown, accrued, contingent or otherwise, arising out of any fact, circumstance or event occurring on or prior to the Time of Payment.

9. The Parties acknowledge that the provisions of sections 6, 7 and 8 of this Termination and Waiver of Rights Under Employment Agreement shall

6

become effective if and only if the Employee receives payment of the Merger Bonus. Prior to the Employee’s receipt of payment of the Merger Bonus or in the event the Employee does not receive payment of the Merger Bonus, the Employment Agreement is not terminated hereby, remain in full force and effect and is not otherwise amended or modified hereby. If the Merger Agreement is terminated in accordance with its terms, then this Agreement will terminate at the same time and be of no further force and effect.

10. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be subject to any set-off, counterclaim, recoupment, defense or other Assertion, right or action which the Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts (including amounts for damages for breach) payable to the Employee under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Employee obtains other employment.

11. (a) This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns.

(c) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets thereof to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no succession had taken place.

12. (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to its principles of conflict of laws. This Agreement may not be amended, modified, repealed, waived, extended or discharged except by an agreement in writing signed by the party against whom enforcement of such amendment, modification, repeal, waiver, extension or discharge is sought. No person, other than pursuant to a resolution of the Board of Directors of the Company, shall have authority on behalf of the Company to agree to amend, modify, repeal, waive, extend or discharge any provision of this Agreement or take any other action in respect thereto.

7

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed to the Company’s headquarters and, in the case of the Employee, to the address on the signature page of this Agreement or, in either case, to such other address as any party shall have subsequently furnished to the other parties in writing. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts due and payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) Any party’s failure to insist upon strict compliance with any provision hereof or the failure to assert any right such party may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) This Agreement entered into as of the date hereof between the Company and the Employee contains the entire agreement of the Employee and the Company with respect to the subject matter of the Agreement, and all promises, representations, understandings, arrangements and prior agreements, including without limitation the Employment Agreement but excluding the Surviving Agreements, are merged into, and superseded by, this Agreement.

[Signature Page to follow]

8

Dated as of the 4^th day of June, 2004.

THE FIRST YEARS, INC.

BY: /s/ John R. Beals                        

Its: Chief Financial Officer

/s/ Ronald J. Sidman                                

Ronald J. Sidman, Employee

Employee’s Address:

376 Wheeler Road

Marstons Mills, MA 02468

9

EX-31.1

Exhibit 31.1

CERTIFICATIONS UNDER 302

I, Ronald J. Sidman, certify that:

1) I have reviewed this quarterly report on Form 10-Q of The First Years Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date 08/9/04
	By:	/s/ Ronald J. Sidman
		Ronald J. Sidman,
		Chairman, President, and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS UNDER 302

I, John R. Beals, certify that:

1) I have reviewed this quarterly report on Form 10-Q of The First Years Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date 08/9/04
	By:	/s/ John R. Beals
		John R. Beals,
		Senior Vice President - Finance and Treasurer
		(Chief Financial Officer and Chief Accounting Officer)

EX-32

Exhibit 32

CERTIFICATIONS UNDER SECTION 906

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of The First Years Inc., a Massachusetts corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report for the three months ended June 30, 2004 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 9, 2004

/s/ Ronald J. Sidman

Ronald J. Sidman, Chief Executive Officer,

Chairman of the Board of Directors, and President

(Principal Executive Officer)

Dated: August 9, 2004

/s/ John R. Beals

John R. Beals, Treasurer and Senior Vice President -

Finance (Principal Financial Officer and Chief Accounting Officer)