<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------- ----------
Commission file number 000-23213
YOUNG INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1718931
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
13705 Shoreline Court East, Earth City, Missouri 63045
(Address of principal executive offices)
(Zip Code)
(314) 344-0010
(Registrant's telephone number, including area code)
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
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Number of shares outstanding of the Registrant's Common Stock at July 31, 1999:
6,503,296 shares of Common Stock, par value $.01 per share
1
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PART 1
FINANCIAL INFORMATION
Item 1. Financial Statements.
YOUNG INNOVATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1999 1998
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(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............................................... $ 69 $ 4,337
Trade accounts receivable, net of allowance for doubtful accounts of $245
and $184, respectively ............................................... 4,979 5,742
Inventories ............................................................. 4,316 3,030
Other current assets .................................................... 3,673 1,677
-------- --------
Total current assets ................................................. 13,037 14,786
-------- --------
PROPERTY, PLANT AND EQUIPMENT ............................................. 12,318 11,713
-------- --------
OTHER ASSETS .............................................................. 1,318 282
-------- --------
INTANGIBLE ASSETS ......................................................... 32,372 27,963
-------- --------
Total assets ......................................................... $ 59,045 $ 54,744
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit $ 1,640
Current maturities of long-term debt .................................... 362
Accounts payable and accrued liabilities ................................ 7,318 $ 4,686
-------- --------
Total current liabilities ............................................ 9,320 4,686
-------- --------
DEFERRED INCOME TAXES ..................................................... 1,332 1,857
-------- --------
LONG-TERM DEBT ............................................................ 183
--------
STOCKHOLDERS' EQUITY:
Common stock, voting, $.01 par value, 25,000,000 shares
authorized, 6,503,296 and 6,772,796 shares issued and
outstanding in 1999 and
1998, respectively ................................................... 65 68
Additional paid-in capital .............................................. 26,083 26,083
Retained earnings ....................................................... 25,595 22,359
Common stock in treasury, at cost, 309,414 and 39,914 shares in 1999 and
1998, respectively ................................................... (3,533) (309)
-------- --------
Total stockholders' equity ........................................... 48,210 48,201
-------- --------
Total liabilities and stockholders' equity ........................... $ 59,045 $ 54,744
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
YOUNG INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1999 1998 1999 1998
-------- -------- ------- --------
<S> <C> <C> <C> <C>
NET SALES $ 10,674 $ 9,176 $ 19,625 $ 16,342
COST OF GOODS SOLD 4,711 4,045 8,660 7,093
-------- -------- -------- --------
Gross profit 5,963 5,131 10,965 9,249
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 3,195 2,778 5,724 4,890
-------- -------- -------- --------
Income from operations 2,768 2,353 5,241 4,359
-------- -------- -------- --------
OTHER INCOME (EXPENSE)
Other income (expense), net (19) 44 65 205
-------- -------- -------- --------
Income before provision for income taxes 2,749 2,397 5,306 4,564
-------- -------- -------- --------
PROVISION FOR INCOME TAXES 1,072 931 2,069 1,755
-------- -------- -------- --------
Net income $ 1,677 $ 1,466 $ 3,237 $ 2,809
======== ======== ======== ========
-------- -------- -------- --------
BASIC EARNINGS PER SHARE $ 0.26 $ 0.22 $ 0.49 $ 0.42
======== ======== ======== ========
-------- -------- -------- --------
DILUTED EARNINGS PER SHARE $ 0.26 $ 0.21 $ 0.49 $ 0.41
======== ======== ======== ========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 6,503 6,773 6,628 6,752
======== ======== ======== ========
DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 6,522 6,824 6,640 6,807
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
YOUNG INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 3,237 $ 2,809
-------- --------
Adjustments to reconcile net income to cash flows from
Operating activities --
Depreciation and amortization 1,081 911
Loss on sale of property, plant and equipment (23)
Changes in assets and liabilities --
Trade accounts receivable 1,126 73
Inventories (477) (285)
Other current assets (121) (395)
Other assets 64 630
Accounts payable and accrued liabilities (682) (30)
-------- --------
Total adjustments 991 881
-------- --------
Net cash flows from operating activities 4,228 3,690
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CASH FLOWS FROM INVESTING ACTIVITES:
Acquisition of Athena Technology, net of cash acquired (4,640)
Investment in International Assembly, Inc. (1,050)
Acquisition of Panoramic, net of cash acquired (13,875)
Purchases of property, plant and equipment (871) (377)
Proceeds from sale of property, plant and equipment 14
Proceeds from sale of marketable securities 100
-------- --------
Net cash flows from investing activities (6,561) (14,138)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Equity issuance costs (47)
Payments on long term debt (347)
Borrowings from revolving line of credit 4,500
Payments on revolving line of credit (2,860)
Purchases of treasury stock (3,228)
-------- --------
Net cash flows from financing activities (1,935) (47)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (4,268) (10,495)
CASH AND CASH EQUIVALENTS, beginning of period 4,337 12,761
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 69 $ 2,266
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
YOUNG INNOVATIONS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
1. DESCRIPTION OF BUSINESS:
Young Innovations, Inc. and its subsidiaries (the Company) develop,
manufacture and market supplies, and equipment used by dentists and dental
hygienists. The Company's product offering includes disposable and metal prophy
angles, cups, brushes, handpieces and related components, panoramic x-ray
machines and infection control products. The Company's manufacturing facilities
are located in Missouri, California, Indiana and Texas. Export sales were less
than 10% of total net sales for 1998, 1997 and 1996 and for the six months
ended June 30, 1999. The Company believes that it is the leading manufacturer
and marketer of prophy angles, cups, and panoramic x-ray machines in the United
States. Since the acquisition of Panoramic, the Company has two operating
segments: preventative and diagnostic. The preventative segment produces
disposable and metal prophy products. The diagnostic segment sells and rents
dental x-ray equipment. Management believes it is appropriate to aggregate
these operating segments into a single reportable segment. This aggregation is
due to similarities in economic characteristics, customers, the nature of the
products and the nature of the production processes.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Young
Innovations, Inc. formed in July 1995 and its direct and indirect wholly owned
subsidiaries, Young Dental Manufacturing Company (Young Dental), The Lorvic
Corporation (Lorvic), Denticator International, Inc. (Denticator), Young
Acquisitions Company and Panoramic Rental Corp. (collectively, Panoramic), and
Athena Technology, Inc. (Athena). Panoramic is included since its acquisition on
February 27, 1998. Athena is included since its acquisition on April 2, 1999.
All significant intercompany accounts and transactions are eliminated in
consolidation.
3. ACQUISITIONS:
On February 27, 1998, the Company acquired the assets and assumed certain
liabilities of Panoramic, an Indiana corporation. The Company paid $13,875 in
cash and issued $1,000 (62,500 shares) of common stock. The cash portion of the
purchase price was principally financed with the net proceeds remaining from the
Company's initial public offering. The acquisition was accounted for as a
purchase transaction. The purchase price was allocated based upon estimates of
fair value. The excess of purchase price over the estimated fair value of net
assets acquired (goodwill) was $10,445 and is being amortized over 40 years. The
results of operations for Panoramic are included in the consolidated financial
statements since February 27, 1998.
On April 2, 1999, the Company acquired the net assets of Athena, a
California corporation. The Company paid $4,640 in cash and issued $430 of notes
payable. The cash portion of the purchase price was principally financed through
cash flows from operations and borrowings on the company's revolving line of
credit. The acquisition was accounted for as a purchase transaction. The
purchase price was allocated based upon estimates of fair value. The excess of
purchase price over the estimated fair value of net assets acquired (goodwill)
was $4,809 and is being amortized over 40 years. The results of operations for
Athena are included in the consolidated financial statements since April 2,
1999.
5
<PAGE> 6
The purchase price allocation is tentative. We are awaiting the
completion of final adjustments and expect this to be completed by fourth
quarter 1999. The preliminary purchase price allocation is as follows:
<TABLE>
<CAPTION>
<S> <C>
Trade accounts receivable.............................. $ 363
Inventories............................................ 809
Other current assets................................... 68
Property, plant and equipment.......................... 410
Deferred tax asset..................................... 525
Other assets........................................... 50
Intangible assets...................................... 4,814
Current liabilities.................................... (1,507)
Noncurrent liabilities................................. (462)
---------
Total purchase price, cash ($4,640) and notes ($430)... $ 5,070
</TABLE>
On May 18, 1999, the Company acquired a one third interest in International
Assembly Inc. (IAI), a Texas corporation. The Company paid approximately $1,050
in cash for its investment in IAI. The acquisition was principally financed
through cash flows from operations. This investment is being accounted for
under the equity method of accounting.
The following unaudited pro forma information presents a summary of
consolidated results of operations of the Company as if these acquisitions had
occurred at the beginning of 1998, with pro forma adjustments to give effect to
amortization of goodwill and certain other adjustments, together with related
income tax effects. The unaudited pro forma information does not purport to be
indicative of the results of operations had these transactions been completed
as of the assumed dates or which may be obtained in the future.
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales.............................................. $ 20,668 $ 20,400
Net Income............................................. 3,048 2,490
Basic and diluted earnings per share................... $ .46 $ .37
</TABLE>
4. INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1999 1998
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<S> <C> <C>
Finished products...................................... $ 1,271 $ 1,011
Work in process........................................ 1,680 1,069
Raw materials and supplies............................. 1,365 950
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Total inventories................................. $ 4,316 $ 3,030
======= =======
</TABLE>
5. COMMON STOCK:
In March 1999, the Company authorized the repurchase of up to 300,000 shares
of its common stock. As of June 30, 1999, the Company had completed the
repurchase of 277,500 shares for $3,322. The Company reissued 8,000 shares in
conjunction with a stock option exercise for $96.
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<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
NET SALES
Net sales increased $1.5 million, or 16.3%, to $10.7 million in the
second quarter of 1999 from $9.2 million in the second quarter of 1998. The
increase was a result of sales growth both from the core business of prophy
products and panoramic x-ray machines and from the inclusion of Athena sales in
the second quarter of 1999. Athena was acquired April 2, 1999.
GROSS PROFIT
Gross profit increased $832,000 or 16.2%, to $6.0 million in the second
quarter of 1999 from $5.1 million in the first quarter of 1998. Gross profit
benefited from the acquisition of Athena. Gross margin remained consistent at
55.9% of net sales in 1999 and 1998. Gross margin was positively impacted by
operating efficiencies gained in connection with the investment in IAI and the
consolidation of a majority of the Denticator product line from California to
Missouri. Those efficiencies were offset by the inclusion of Athena products,
which carry lower gross margins.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
SG&A expenses increased $417,000, or 15.0%, to $3.2 million in the
second quarter of 1999 from $2.8 million in the second quarter of 1998. As a
percent of net sales, SG&A expenses decreased to 29.9% in 1999 from 30.3% in
1998. The increase in SG&A expenses is primarily attributable to the acquisition
of Athena.
INCOME FROM OPERATIONS
Income from operations increased $415,000 or 17.6%, to $2.8 million in
the second quarter of 1999 from $2.4 million in the second quarter of 1998.
OTHER INCOME (EXPENSE)
Other income (expense) decreased $63,000 to ($19,000) in the second
quarter of 1999 from $44,000 in the second quarter of 1998. The decrease is
primarily due to interest expense incurred in connection with the Athena
acquisition in 1999.
PROVISION FOR INCOME TAXES
Provision for income taxes increased $141,000 for the second quarter of
1999 to $1.1 million from $931,000 in the second quarter of 1998.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
NET SALES
Net sales increased $3.3 million, or 20.1%, to $19.6 million in 1999
from $16.3 million in 1998. The increase was a result of sales growth both from
the core business of prophy products and the inclusion of sales of Panoramic for
the full period in 1999 and from the inclusion of Athena sales in the second
quarter of 1999. Panoramic was acquired February 27, 1998 and Athena was
acquired April 2, 1999.
GROSS PROFIT
Gross profit increased $1.7 million or 18.6%, to $10.9 million in 1999
from $9.2 million in 1998. Gross profit benefited from the acquisitions of
Panoramic and Athena. Gross margin decreased slightly to 55.9% of net sales in
1999 from 56.6% of net sales in 1998. The decrease was a result of the inclusion
of sales of Panoramic and Athena products, which typically carry lower gross
margins. These lower gross margins were partially offset by operating
efficiencies gained in connection with the investment in IAI and the
consolidation of a majority of the Denticator product line from California to
Missouri.
7
<PAGE> 8
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
SG&A expenses increased $834,000, or 17.1%, to $5.7 million in 1999
from $4.9 million in 1998. The increase in SG&A expenses is primarily
attributable to the inclusion of Panoramic and Athena. As a percent of net
sales, SG&A expenses decreased to 29.2% in 1999 from 29.9% in 1998.
INCOME FROM OPERATIONS
Income from operations increased $882,000 or 20.2%, to $5.2 million in
1999 from $4.4 million in 1998.
OTHER INCOME (EXPENSE)
Other income (expense) decreased $140,000 to $65,000 in 1999 from
$205,000 in 1998. The decrease is primarily due to interest expense incurred in
connection with the Athena acquisition in 1999.
PROVISION FOR INCOME TAXES
Provision for income taxes increased $314,000 in 1999 to $2.1 million
from $1.8 million in 1998.
LIQUIDITY AND CAPITAL RESOURCES
On February 27, 1998, the Company acquired the net assets of Panoramic. The
Company paid approximately $13.9 million in cash plus $1.0 million (62,500
shares) of its common stock. The acquisition was principally financed with cash
remaining from the net proceeds of the Company's initial public offering.
On April 2, 1999, the Company acquired the net assets of Athena. The
Company paid approximately $4.64 million in cash and issued notes payable of
$430,000. The acquisition was principally financed through cash flows from
operations and borrowings on the Company's line of credit.
On May 18, 1999, the Company acquired a one third interest in International
Assembly Inc. (IAI). The Company paid approximately $1.0 million in cash for its
investment in IAI. The acquisition was principally financed through cash flows
from operations.
Historically, the Company has financed its operations primarily through
cash flow from operating activities and, to a lesser extent, through borrowings
under its credit facilities. Net cash flow from operating activities was $4.2
million for the six months ended June 30, 1999 compared to $3.7 million for the
six months ended June 30, 1998. Capital expenditures for property, plant, and
equipment were $871,000 and $377,000 for the six months ending June 30, 1999 and
1998, respectively. Consistent with the Company's historical capital
expenditures, future capital expenditures are expected to include injection
molding equipment, panoramic X-ray machines for rental, computer numeric
controlled equipment and upgrades to production machinery and to the Company's
information systems. Management believes the Company has adequate liquidity and
capital resources to meet its needs on a short and long-term basis.
YEAR 2000 COMPLIANCE
With respect to the Company's information technology "IT" systems, the
mainframe operating system and the accompanying business critical applications
have been patched and letter certified as Year 2000 compliant by the Company's
hardware and software vendors. The personal computers ("PC's"), workstations,
servers and PC business applications have been patched and tested per the
vendors' instructions and are Year 2000 compliant. The Company has a customer
data base system which is not currently Year 2000 compliant. This database is
used to track customer information and is not linked to any accounting system.
The Company has contracted with a vendor to remediate this non-compliance and
expects this to be completed by the end of the third quarter 1999 for less than
$25,000. In the event this is not completed, no information will be lost or
unusable, it will simply be presented in a different format. With respect to the
non-IT systems, the Company has obtained written certification of Year 2000
compliance from its various administrative and manufacturing equipment vendors.
8
<PAGE> 9
There has not been a material adverse impact on the Company's operations or
financial condition as a result of IT and non-IT projects caused by the Year
2000 issue. The Company has annual maintenance contracts with most of its IT and
non-IT vendors, and external costs in the form of vendor software upgrades,
patches and testing programs were covered under these contracts. Current year
costs have been expensed as those costs have been incurred. The remaining
internal and external costs are not expected to materially exceed normal
operating expenses, and the Company has not deferred any significant capital
expenditures due to its Year 2000 efforts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
---------
Number Description
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27 Financial Data Schedule
(b) Reports on Form 8-K.
--------------------
None
Signature
- ---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report To be signed on its behalf by the
undersigned thereunto duly authorized.
YOUNG INNOVATIONS, INC.
August 12, 1999
- -------------------- ----------------------------------------------
Date Arthur L. Herbst, Jr.
Executive Vice President Strategic Planning &
Chief Financial Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 69
<SECURITIES> 0
<RECEIVABLES> 5,224
<ALLOWANCES> 245
<INVENTORY> 4,316
<CURRENT-ASSETS> 13,037
<PP&E> 19,929
<DEPRECIATION> 7,611
<TOTAL-ASSETS> 59,045
<CURRENT-LIABILITIES> 9,320
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 48,145
<TOTAL-LIABILITY-AND-EQUITY> 59,045
<SALES> 19,625
<TOTAL-REVENUES> 19,625
<CGS> 8,660
<TOTAL-COSTS> 8,660
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 7
<INTEREST-EXPENSE> 73
<INCOME-PRETAX> 5,306
<INCOME-TAX> 2,069
<INCOME-CONTINUING> 3,237
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,237
<EPS-BASIC> 0.49
<EPS-DILUTED> 0.49
</TABLE>
