1
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 June 30, 1999
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Commission file number 0-7024
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THE FIRST YEARS INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2149581
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
One Kiddie Drive, Avon, Massachusetts 02322-1171
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(Address of principal executive offices) (Zip Code)
(508) 588-1220
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(Registrant's telephone number, including area code)
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(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 July 31, 1999
was 10,319,157.
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THE FIRST YEARS INC.
INDEX
PART I - FINANCIAL INFORMATION: Page
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4-5
Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-9
PART II - OTHER INFORMATION
Other information 10-12
SIGNATURES 12
EXHIBIT INDEX 13
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THE FIRST YEARS INC.
Condensed Consolidated Balance Sheets
ASSETS
June 30, December 31,
1999 1998
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $10,314,167 $19,776,897
Accounts receivable, net 24,383,831 19,013,127
Inventories 23,579,200 18,520,023
Prepaid expenses and other assets 628,152 2,638,634
Deferred tax assets 1,424,500 1,424,500
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Total current assets 60,329,850 61,373,181
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PROPERTY, PLANT, AND EQUIPMENT:
Land 167,266 167,266
Building 5,014,636 4,199,790
Machinery and molds 8,997,269 7,878,103
Furniture and equipment 5,467,084 4,571,636
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Total 19,646,255 16,816,795
Less accumulated depreciation 9,622,089 8,914,081
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Property, plant, and equipment - net 10,024,166 7,902,714
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TOTAL ASSETS $70,354,016 $69,275,895
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 9,963,695 $ 9,400,966
Accrued royalty expense 2,192,557 2,130,027
Accrued payroll expenses 302,315 1,200,966
Accrued selling expenses 2,029,545 3,098,232
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Total current liabilities 14,488,112 15,830,191
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DEFERRED TAX LIABILITY 798,300 798,300
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STOCKHOLDERS' EQUITY:
Common stock 1,054,365 1,046,141
Paid-In capital 7,934,239 7,472,398
Retained earnings 49,425,529 44,438,589
Less treasury stock at cost, 224,494
and 21,394 shares as of June 30, 1999
and December 31, 1998, respectively (3,346,529) (309,724)
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Total stockholders' equity 55,067,604 52,647,404
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $70,354,016 $69,275,895
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See accompanying notes to condensed consolidated financial statements.
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THE FIRST YEARS INC.
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
1999 1998 1999 1998
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NET SALES $36,553,805 $34,797,802 $71,799,995 $70,484,407
COST OF PRODUCTS SOLD 21,741,732 20,649,650 42,262,329 42,087,280
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GROSS PROFIT 14,812,073 14,148,152 29,537,666 28,397,127
SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES 10,485,837 9,821,800 20,389,395 20,209,906
----------- ----------- ----------- -----------
OPERATING INCOME 4,326,236 4,326,352 9,148,271 8,187,221
OTHER INCOME:
Interest income 125,965 125,020 292,661 202,479
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INCOME BEFORE INCOME TAXES 4,452,201 4,451,372 9,440,932 8,389,700
PROVISION FOR INCOME TAXES 1,803,200 1,802,800 3,823,600 3,397,800
----------- ----------- ----------- -----------
NET INCOME $ 2,649,001 $ 2,648,572 $ 5,617,332 $ 4,991,900
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE $ 0.25 $ 0.26 $ 0.54 $ 0.49
=========== =========== =========== ===========
DILUTED EARNINGS PER SHARE $ 0.25 $ 0.25 $ 0.53 $ 0.47
=========== =========== =========== ===========
CASH DIVIDENDS PAID PER SHARE $ 0.06 $ 0.06 $ 0.06 $ 0.06
=========== =========== =========== ===========
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, 1999 and 1998
(Unaudited)
1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,617,332 $ 4,991,900
Adjustments to reconcile net income to net
cash provided by (used for) operations:
Depreciation 920,717 888,746
Provision for doubtful accounts 63,708 243,308
Loss on disposal of equipment 86,932 181,458
Increase (decrease) arising from working capital items:
Accounts receivable (5,434,412) 844,550
Inventories (5,059,177) 2,490,181
Prepaid expenses and other assets 2,010,482 (139,859)
Accounts payable and accrued expenses 685,229 (288,820)
Accrued royalties 62,530 284,407
Accrued payroll expense (898,651) 323,862
Accrued selling expenses (1,068,687) 223,812
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Net cash provided by (used for)
operating activities (3,013,997) 10,043,545
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CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant, and equipment (3,129,101) (664,686)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Dividend (630,392) (621,935)
Common stock issued under stock option plans 317,315 558,252
Purchase of treasury stock (3,006,555) --
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Net cash provided by (used for) financing activities (3,319,632) (63,683)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (9,462,730) 9,315,176
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 19,776,897 7,697,040
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CASH AND CASH EQUIVALENTS, END OF PERIOD $10,314,167 $17,012,216
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Income taxes $ 2,536,000 $ 3,164,400
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SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Tax benefit of stock option exercises $ 122,500 $ 490,300
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Issuance of treasury stock $ 30,250 $ 139,957
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See accompanying notes to condensed consolidated financial statements.
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THE FIRST YEARS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Amounts in the accompanying balance sheet as of December 31, 1998 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 and recurring adjustments necessary to
present fairly the financial position as of June 30, 1999, and the results
of operations and cash flows for the periods ended June 30, 1999 and 1998.
Certain reclassifications were made to the prior year amounts in order to
conform with the current year presentation.
2. The Company has 50,000,000 authorized shares of $.10 par value common stock
with 10,319,157 and 10,440,014 shares issued and outstanding as of June 30,
1999 and December 31, 1998, respectively.
On May 6, 1999 the Board of Directors authorized a $0.06 per share annual
cash dividend payable on June 15, 1999 to holders of record at the close of
business on May 28, 1999.
During the period ended June 30, 1999 the Company purchased 200,900 shares
of the Company's common stock on the open market. The cost of the shares
amounted to $3,006,555 and are currently being held as treasury stock.
3. Computation of the Earnings Per Share ("EPS") in accordance with SFAS No.
128 are as follows:
Three Months Ended
June 30,
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1999 1998
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AVERAGE SHARES OUTSTANDING 10,414,785 10,329,748
EFFECT OF DILUTIVE SHARES 226,701 381,895
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AVERAGE DILUTED SHARES OUTSTANDING 10,641,486 10,711,643
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NET INCOME $ 2,649,001 $ 2,648,572
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BASIC EARNINGS PER SHARE $ 0.25 $ 0.26
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DILUTED EARNINGS PER SHARE $ 0.25 $ 0.25
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THE FIRST YEARS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. Computation of the Earnings Per Share ("EPS") in accordance with SFAS No.
128 are as follows (cont):
Six Months Ended
June 30,
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1999 1998
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AVERAGE SHARES OUTSTANDING 10,427,312 10,263,916
EFFECT OF DILUTIVE SHARES 238,586 388,915
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AVERAGE DILUTED SHARES OUTSTANDING 10,665,898 10,652,831
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NET INCOME $ 5,617,332 $ 4,991,900
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BASIC EARNINGS PER SHARE $ 0.54 $ 0.49
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DILUTED EARNINGS PER SHARE $ 0.53 $ 0.47
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As of June 30, 1999, options to purchase 1,964, 20,000, 12,000, 39,000 and
20,000 shares of common stock at $15 15/16, $17 3/4, $17, $15 6/16, and $16
1/8 per share, respectively were not included in the computation of diluted
EPS because the option's exercise price was greater than the average price
of the common shares. The options, which expire in 2008 and 2009 are still
outstanding at June 30, 1999.
As of June 30, 1998, no options were anti-dilutive.
4. The results of operations for the six month period ended June 30, 1999 and
1998 are not necessarily indicative of the results to be expected for the
full year.
5. During the first six months of 1999 and 1998, the Company did not borrow
against its unsecured line of credit totaling $10,000,000 available from a
bank.
6. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," as amended
by SFAS No. 137 issued in June 1999, which will require recognition of all
derivatives as either assets or liabilities on the balance sheet at fair
value. The Company is currently evaluating the effect of implementing SFAS
No. 133, which will be effective for the year beginning January 1, 2001.
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Management's Discussion and Analysis of Financial Condition and Results of
Operations
Statements in this 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, expects, anticipates, intends, estimates and similar expressions
which by their nature refer to future events. Forward-looking statements involve
risks, uncertainties or other factors which may cause material differences in
actual results or performance. These factors include, but are not limited to,
the ability to introduce new products, dependence on licensed products, and the
renewal of licenses, reliance upon major customers and foreign suppliers,
competitive market pressures, changes in consumer preferences and in the retail
industry, risks related to year 2000 compliance and other factors, described
more fully in Exhibit 99 of the Annual Report on Form 10K for the year ended
December 31, 1998, filed with the Securities and Exchange Commission. Forward
looking statements speak only as of the date they are made and the Company
undertakes no obligation to update such statements in light of new information
or future events.
Net sales for the first six months of 1999 were $71.8 million, an increase of
$1.3 million or 1.9%, as compared to $70.5 million for the comparable period
last year. The increase was primarily due to expanded retail distribution in
domestic markets as well as increased demand for non-licensed products. The
increases were partially offset by decreased sales of licensed products due to
maturing demand for licensed items.
Cost of products sold for the first six months of 1999 was $42.3 million, a
decrease of $0.2 million, as compared to $42.1 million for the comparable period
last year. As a percentage of sales, cost of products sold in the first six
months of 1999 decreased slightly to 58.9% from 59.7% in the same period of 1998
due to normal business fluctuations.
Selling, general, and administrative expenses for the first six months of 1999
were $20.4 million, an increase of $0.2 million or 0.9%, as compared to $20.2
million over such expenses for the first six months of 1998. The increase
resulted primarily from costs related to increased sales volume and decreased
payroll related costs. As a percentage of net sales, selling, general, and
administrative expenses for the first six months of 1999 decreased to 28.4% from
28.7% in the comparable period of 1998. The decrease reflects the continued
effective management of selling, general, and administrative costs and the
reduction of payroll and payroll related expenses.
Page 6
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Management's Discussion and Analysis of Financial Condition and
Results of Operations (Con't)
Income tax expense as a percentage of pretax income remained consistent at 40.5%
for the first six months of 1999 and 1998.
Net working capital increased by $0.3 million in the first six months of 1999
mainly due to profitable operations. Accounts receivable increased by $5.4
million as a result of increased sales as compared to the similar period of
1998. Inventories increased by $5.0 million primarily as a result of normal
business fluctuations to support sales growth combined with the effect of
decreased sales of licensed products.
Cash decreased by $9.5 million primarily due to the payment of an annual
dividend of $0.6 million, repurchase of treasury stock shares amounting to $3.0
million and purchases of $3.2 million for property, plant, and equipment
primarily for product molds, new information technology systems and a new
inventory racking system for the Company's Avon Massachusetts warehouse
facility.
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 six months of 1999 and 1998, the Company incurred no borrowings under
the line and had no balances outstanding as of June 30, 1999 and 1998,
respectively.
YEAR 2000 Issue
The "Year 2000 Issue" (Y2K) relates to problems that may result from the
incorrect processing of information using dates or date sensitive data by
computers and other machines utilizing embedded microprocessors. The problem is
attributable to the computer or software recognizing the year as a two digit
number "00" as opposed to the Year "2000". As Year 2000 approaches, uncertainty
relating to these Y2K issues must be addressed in order to correct the problem
or properly plan contingencies to handle anticipated issues, if any.
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Management's Discussion and Analysis of Financial Condition and
Results of Operations (Con't)
YEAR 2000 Issue (con't)
The Company started addressing the Y2K issue in 1996 and has been following a
plan, in phases, to identify, inventory, prioritize and correct all known Y2K
issues. The project plan incorporates the various phases and will evaluate both
information technology (IT) related hardware and software as well as non-IT
issues such as facilities operations and product related technology.
The project will also attempt to obtain assurance from mission critical vendors
(banks, transfer agents, manufacturing suppliers, utilities and other suppliers
of critical services to the Company) about their Y2K readiness and develop
contingency plans for issues that may arise from the failure of those vendors as
well as customers to achieve Y2K compliance. The Company has substantially
completed its review of all IT related systems and currently believes it will be
Y2K compliant by the end of the third quarter of 1999.
The Company substantially completed the identification and inventory phase of
the review of non-IT systems and mission critical third party relationships.
Based on the review of responses from third-party vendors, which has been
substantially completed, the Company expects to prioritize the corrective
actions required, if any, and commence the correction phase of the project
during the third quarter of 1999.
The Company has initiated the contingency planning phase of the Y2K project. A
committee, including members of senior management, has been formed to evaluate
the responses from mission critical third parties regarding assurance of their
Y2K readiness. Additionally, the committee is evaluating general operational
issues that may be affected by Y2K problems not limited to direct third party
relationships and is in the process of incorporating all issues into a formal
contingency plan. The contingency plan development is progressing according to
the overall Y2K plan and is currently expected to be complete by the end of the
third quarter of 1999.
Page 8
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Management's Discussion and Analysis of Financial Condition and
Results of Operations (Con't)
YEAR 2000 Issue (con't)
The costs to address the Y2K Issue have not been and are not expected to be
material to the Company's financial position or have a material impact on
operating results. Since 1996 the Company has incurred expenses of approximately
$100,000 to address the Y2K issue and anticipates incurring an additional
$100,000 related to the Y2K issue. Anticipated additional costs do not consider
costs, if any, related to the failure of third party relationships to become
"Year 2000" compliant. All expenses incurred to date have been recognized as
expense in the Company's consolidated financial statements in the period
incurred. Costs, if any, related to the correction of Y2K issues caused by a
third party's failure to be Y2K compliant would be expensed as incurred.
Based on the Y2K assessment information obtained and corrections implemented to
date, the Company believes that the "Year 2000" Issue will not have a material
adverse effect on its financial position or results of operations. The Company
believes that its most reasonably likely, worst case scenario may involve
non-compliant third parties, including the failure of suppliers, distributors,
shipping carriers, utility companies and other similar third parties to provide
their services to the Company. The Company is currently reviewing results of a
vendor compliance survey which will facilitate the risk assessment and
contingency planning phase of non-IT related issues which will include planning
for worst case scenarios. However, there can be no assurance that the failure to
ensure "Year 2000" capability by a supplier, customer, or another third party
would not have a material adverse effect on the Company.
New Accounting Pronouncements:
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS No. 137 issued on June 1999, which will require recognition of all
derivatives as either assets or liabilities on the balance sheet at fair value.
The Company is currently evaluating the effect of implementing SFAS No. 133,
which will be effective for the year beginning January 1, 2001.
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THE FIRST YEARS INC.
PART II - OTHER INFORMATION
Items 1: Legal Proceedings.
On February 11, 1999, Mark A. Freeman and Timothy K. Stringer brought a
civil action against the Company in the United States District Court for
the District of Kansas, Civil Action No. 99 2058 KHV. The Complaint in the
civil action alleges that the Company's Tumble Mates(R) valved drinking
cups infringe U.S. Patent 5,186,347 and seeks injunctive relief, treble
damages in an amount unspecified, and attorney fees. It is the Company's
position that it does not infringe any valid claims of U.S. Patent
5,186,347 and the Company is vigorously defending the civil action.
Items 2 through 3 - Not Applicable
Item 4: Submission of Matters to a Vote of Security holders.
(a) An Annual Meeting of the Stockholders of The First Years Inc. was held
on May 20, 1999.
(c) The following matters were voted upon at such Annual Meeting and the
following votes were cast as to each such matter:
i. Election of Class I Directors:
Number of Shares
-----------------------
Withheld
For Authority
--------- ---------
Jerome M. Karp 8,010,127 1,109,239
Fred T. Page 8,012,377 1,106,989
Kenneth R. Sidman 7,989,327 1,130,039
ii. Proposal to approve an amendment to the Company's Articles of
Organization to increase the number of authorized shares of the
Company's common stock from 15,000,000 to 50,000,000 $.10 par value.
Number of Shares
----------------
For 6,336,470
Against 2,314,561
Abstain 467,935
Del N-Vote 400
Page 10
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THE FIRST YEARS INC.
PART II - OTHER INFORMATION (con't)
Item 4: Submission of Matters to a Vote of Security holders. (con't)
iii. Proposal to ratify the selection of Deloitte & Touche LLP as auditors
for the Company for the fiscal year 1999.
Number of Shares
----------------
For 9,091,382
Against 8,096
Abstain 19,888
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
10(r) Agreement with Disney Enterprises Inc. dated November
16, 1998 relating to the licensing of Winnie the Pooh
cartoon characters (certain portions of which are
subject to confidential treatment request).
10(s) Agreement with Disney Enterprises Inc. dated November
16, 1998 relating to the licensing of Disney Standard,
Disney Babies and Disney Classics cartoon characters
(certain portions of which are subject to confidential
treatment request).
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the past quarter covered
by this report.
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THE FIRST YEARS INC.
PART II -- OTHER INFORMATION (con't)
Item 7A: Quantitative and Qualitative Disclosure about Market Risk
At June 30, 1999, 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 $2,636,000 and the fair
market value of the contracts approximated their predetermined rates included
therein.
Also see the discussion of the Company's disclosure regarding Market Risk in
Item 7A of Form 10-K filed with the Securities and Exchange Commission.
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.
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Registrant
Date 8/13/99 /s/ John R. Beals
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John R. Beals, Senior Vice
President and Treasurer,
Duly Authorized Officer and
Principal Financial Officer
Page 12
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THE FIRST YEARS INC.
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
10(r) Agreement with Disney Enterprises Inc. dated
November 16, 1998 relating to the licensing
of Winnie the Pooh cartoon characters
(certain portions of which are subject to
confidential treatment request).
10(s) Agreement with Disney Enterprises Inc. dated
November 16, 1998 relating to the licensing
of Disney Standard, Disney Babies and Disney
Classics cartoon characters (certain portions
of which are subject to confidential
treatment request).
27 Financial Data Schedule
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