<PAGE> 1
UNITED STATES
SECURITES 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 March 31, 2000
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 ........
Number of shares outstanding of the Registrant's Common Stock at April 30, 2000:
6,498,196 shares of Common Stock, par value $.01 per share
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
YOUNG INNOVATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................................... $ 3,152 $ 2,511
Trade accounts receivable, net of allowance for doubtful accounts of $188
and $228 in 2000 and 1999, respectively .............................. 5,946 5,735
Inventories ............................................................. 3,958 3,772
Other current assets .................................................... 1,972 2,420
-------------- ------------
Total current assets ................................................. 15,028 14,438
-------------- ------------
Property, plant and equipment ............................................. 12,658 12,523
-------------- ------------
Other assets .............................................................. 1,270 1,359
-------------- ------------
Intangible assets ......................................................... 32,666 32,016
-------------- ------------
Total assets ......................................................... $ 61,622 $ 60,336
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt ................................... $ 377 $ 373
Accounts payable and accrued liabilities ................................ 4,315 4,627
-------------- ------------
Total current liabilities ............................................ 4,692 5,000
-------------- ------------
Deferred income taxes ..................................................... 2,679 2,679
-------------- ------------
Long-term debt ............................................................ 446 520
-------------- ------------
Stockholders' equity:
Common stock, voting, $.01 par value, 25,000,000 shares authorized,
6,498,196 and 6,504,296 shares issued and outstanding in 2000 and
1999, respectively ................................................... 65 65
Additional paid-in capital .............................................. 26,083 26,083
Retained earnings ....................................................... 31,268 29,511
Common stock in treasury, at cost, 314,514 and 308,414 shares in 2000 and
1999, respectively ................................................... (3,611) (3,522)
-------------- ------------
Total stockholders' equity ........................................... 53,805 52,137
-------------- ------------
Total liabilities and stockholders' equity ........................... $ 61,622 $ 60,336
============== ============
</TABLE>
The accompanying notes are an integral part of these statements.
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YOUNG INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
------------ ------------
<S> <C> <C>
Net sales $ 10,191 $ 8,951
Cost of goods sold 4,438 3,949
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Gross profit 5,753 5,002
Selling, general and administrative expenses 2,861 2,529
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Income from operations 2,892 2,473
------------- ------------
Interest expense 4 0
Other expense (income), net 6 (84)
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Income before provision for income taxes 2,882 2,557
Provision for income taxes 1,125 997
------------- ------------
Net income $ 1,757 $ 1,560
============= ============
Basic earnings per share $ 0.27 $ 0.23
============= ============
Diluted earnings per share $ 0.27 $ 0.23
============= ============
Basic weighted average shares outstanding 6,502 6,755
============= ============
Diluted weighted average shares outstanding 6,554 6,761
============= ============
</TABLE>
The accompanying notes are an integral part of these statements.
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YOUNG INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 1,757 $ 1,560
------------- -------------
Adjustments to reconcile net income to cash flows from
operating activities --
Depreciation and amortization 614 513
Gain on sale of property, plant and equipment (24) --
Changes in assets and liabilities --
Trade accounts receivable (211) 1,843
Inventories (505) (271)
Other current assets 449 (78)
Other assets 89 5
Accounts payable and accrued liabilities (443) 1,070
------------- -------------
Total adjustments (31) 3,082
------------- -------------
Net cash flows from operating activities 1,726 4,642
------------- -------------
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired (434) --
Purchases of property, plant and equipment (528) (476)
Proceeds from sale of property, plant and equipment 36 --
------------- -------------
Net cash flows from investing activities (926) (476)
------------- -------------
Cash flows from financing activities:
Payments on long term-debt (70) --
Purchases of treasury stock (104) --
Reissuance of common stock in treasury 15 (3,256)
------------- -------------
Net cash flows from financing activities (159) (3,256)
------------- -------------
Net increase in cash and cash equivalents 641 910
Cash and cash equivalents, beginning of period 2,511 4,337
------------- -------------
Cash and cash equivalents, end of period $ 3,152 $ 5,247
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
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YOUNG INNOVATIONS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
GENERAL:
The interim financial statements are unaudited and reflect all adjustments
(consisting solely of normal recurring adjustments) that, in the opinion of
management, are necessary for a fair statement in the interim periods presented.
This report includes information in a condensed format and should be read in
conjunction with the audited consolidated financial statements and the footnotes
included in the Company's 1999 Annual Report on Form 10-K. The results of
operations for the three months ended March 31, 2000 are not necessarily
indicative of the results expected for the full year or any other interim
period.
1. DESCRIPTION OF BUSINESS:
Young Innovations, Inc. (the Company) develops, manufactures and markets
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. 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 I, LLC. (Young Dental, formerly Young
Dental Manufacturing Company), The Lorvic Corporation (Lorvic), Denticator
International, Inc. (Denticator), Young Acquisitions Company and Panoramic
Rental Corp. (collectively, Panoramic), and Athena Technology, L.L.C. (Athena,
formerly Athena Technology, Inc.). Athena is included since its acquisition on
April 2, 1999. All significant inter-company accounts and transactions are
eliminated in consolidation.
The preparation of these financial statements required the use of certain
estimates by management in determining the Company's assets, liabilities,
revenues and expenses. Actual results could differ from those estimates.
3. ACQUISITIONS:
On January 18, 2000, Panoramic purchased the assets and assumed a
portion of the liabilities of Sav-A-Life System, Inc. (Sav-A-Life), which sells
emergency medical kits and related supplies and refills. Panoramic paid
approximately, $434 in cash to the previous owner of Sav-A-Life. The purchase
was principally financed through cash flows from operations.
On April 2, 1999, the Company acquired Athena. The Company paid $4,640 in
cash and issued $430 in notes payable to the previous shareholders. The cash
portion of the purchase price was principally financed with 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 values. Adjustments were made to the
purchase price allocation during the first quarter of 2000. The excess of
purchase price over estimated fair value of net assets (goodwill) was $5,344 and
is being amortized over 40 years. The results of operations for Athena are
included in the consolidated financial statements since April 2, 1999.
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4. INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
<S> <C> <C>
Finished products...................................... $ 1,227 $ 1,373
Work in process........................................ 1,799 1,467
Raw materials and supplies............................. 932 932
--------- ------------
Total inventories................................. $ 3,958 $ 3,772
========= ============
</TABLE>
5. OTHER ASSETS:
On May 17, 1999, the Company acquired a one-third interest in
International Assembly, Inc., a Texas corporation (IAI). The Company paid
approximately $1,050 in cash for this investment. The Company has an option to
purchase the remaining two-thirds interest in IAI or to sell its one-third
interest back to IAI in early 2001. The investment was principally financed
through cash flows from operations. The investment is being accounted for under
the equity method of accounting. Equity income (using a 3 month lag) is
recorded net, after reduction of goodwill amortized straight-line over 10
years. Goodwill of approximately $931 is based upon the excess of the amount
paid for its interest in IAI over the fair value of its portion of IAI's net
assets at the date of the investment. The Company's share of losses for IAI is
included in other expenses.
Other assets also include costs related to patents issued to the Company and
pending patent applications. Capitalized patent costs are amortized on a
straight-line basis over the estimated useful lives of the patents, generally 17
to 20 years.
6. COMMON STOCK:
In March 1999, the Company authorized the repurchase of up to 300,000 shares
of its common stock. As of December 31, 1999, the Company had completed the
repurchase of 277,500 shares for $3,323 and reissued 9,000 shares in conjunction
with a stock option exercise for $107. In the first quarter of 2000, the Company
purchased an additional 7,500 shares for $104 and reissued 1,400 shares in
conjunction with stock option exercises for $15.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
NET SALES
Net sales increased $1.2 million, or 13.9%, to $10.2 million in the
first quarter of 2000 from $9.0 million in the first quarter of 1999. 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 first quarter of 2000. Athena was acquired April 2, 1999.
GROSS PROFIT
Gross profit increased $751,000 or 15.0%, to $5.8 million in the first
quarter of 2000 from $5.0 million in the first quarter of 1999. Gross profit
benefited from the acquisition of Athena and through strong sales in the other
core businesses. Gross margin increased to 56.5% of net sales in 2000 from 55.9%
in 1999. 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
partially offset by the inclusion of Athena products, which typically carry
lower gross margins.
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SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
SG&A expenses increased $332,000, or 13.1%, to $2.9 million in the
first quarter of 2000 from $2.5 million in the first quarter of 1999. The
increase in SG&A expenses is primarily attributable to the acquisition of
Athena. As a percent of net sales, SG&A expenses decreased to 28.1% in 2000 from
28.3% in 1999.
INCOME FROM OPERATIONS
Income from operations increased $419,000 or 16.9%, to $2.9 million in
the first quarter of 2000 from $2.5 million in the first quarter of 1999.
OTHER EXPENSE (INCOME)
Other expense (income) increased $94,000 to $10,000 in the first
quarter of 2000 from ($84,000) in the first quarter of 1999. The increase is
primarily attributable to the inclusion in 2000 of the Company's portion of the
loss from its investment in IAI and also less interest income in 2000 than in
1999 resulting from cash used in the acquisitions of Athena and IAI.
PROVISION FOR INCOME TAXES
Provision for income taxes increased $128,000 for the first quarter of
2000 to $1.1 million from $997,000 in the first quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
On January 18, 2000 Panoramic purchased the assets and assumed a portion of
the liabilities of Sav-A-Life System, Inc. (Sav-A-Life), which sells emergency
medical kits and related supplies and refills. Panoramic paid approximately,
$434,000 in cash to the previous owner of Sav-A-Life. The purchase was
principally financed through cash flows from operations.
On May 17, 1999, the Company invested approximately $1.0 million in
exchange for a one-third interest in IAI. The investment was principally
financed through cash flows from operations. The Company has an option to
purchase the remaining two-thirds interest in IAI or to sell its one-third
interest back to IAI in early 2001.
On April 2, 1999, the Company acquired Athena. The Company paid
approximately $4.6 million in cash and issued approximately $430,000 in notes
payable to the previous shareholders. The cash portion of the purchase price was
principally financed with cash flows from operations and borrowings on the
Company's revolving line of credit.
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 were $1.7
million and $4.6 million for the first quarter of 2000 and 1999, respectively.
Capital expenditures for property, plant and equipment were $528,000 and
$476,000 for the first quarter of 2000 and 1999, respectively. During the second
quarter 2000, the Company began construction on additional office and
manufacturing space in Ft. Wayne, IN which is estimated to cost approximately
$1.0 million. Consistent with the Company's historical capital expenditures,
future capital expenditures are expected to include buildings and building
improvements, panoramic X-ray machines for rental, injection molding equipment,
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.
RECENT FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), which requires that all
derivatives be recognized as either assets or liabilities in the statement of
financial position at fair value. The Company adopted this statement in fiscal
year 2000. The adoption of this statement had no impact on operating results,
statement of financial position or cash flows, as the Company does not
currently have derivative instruments.
7
<PAGE> 8
YEAR 2000 COMPLIANCE
During 1999, the Company completed the process of preparing for the Year
2000 date change. To date, the Company has had no material Year 2000 failures.
Although considered unlikely, unanticipated problems could still occur. The
Company will continue to monitor all business processes, including third
parties, through 2000, to address any issues and to ensure that all processes
continue to function properly. Through 1999, the cost for the Year 2000 project
was less than $100,000. We anticipate no material costs to be incurred in 2000
and beyond that are related to the Year 2000 project. The Company has a
one-third interest in IAI, which has advised the Company that it had no material
Year 2000 failures.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk related to changes in interest rates.
The value of financial instruments is subject to change as a result of movements
in market rates and prices. Sensitivity analysis is one technique used to
evaluate these impacts. Based upon a hypothetical 10% change in interest rates,
the potential losses in future earnings, fair value and cash flows are not
material.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Number Description
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.
May 11, 2000 /s/ Arthur L. Herbst, Jr.
- -------------------- ----------------------------------------------
Date Arthur L. Herbst, Jr.
Executive Vice President Strategic Planning &
Chief Financial Officer
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM REGISTRANT'S
UNAUDITED FINANCIAL STATEMENTS AS OF MARCH 31, 2000 AND FOR THE QUARTER THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,152
<SECURITIES> 0
<RECEIVABLES> 6,134
<ALLOWANCES> 188
<INVENTORY> 3,958
<CURRENT-ASSETS> 15,028
<PP&E> 21,239
<DEPRECIATION> 8,581
<TOTAL-ASSETS> 61,622
<CURRENT-LIABILITIES> 4,692
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 53,740
<TOTAL-LIABILITY-AND-EQUITY> 61,622
<SALES> 10,191
<TOTAL-REVENUES> 10,191
<CGS> 4,438
<TOTAL-COSTS> 4,438
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (40)
<INTEREST-EXPENSE> 4
<INCOME-PRETAX> 2,882
<INCOME-TAX> 1,125
<INCOME-CONTINUING> 1,757
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,757
<EPS-BASIC> .27
<EPS-DILUTED> .27
</TABLE>
