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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 September 30, 2000
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 October 31,
2000: 6,504,396 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>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ -----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ - $ 2,511
Trade accounts receivable, net of allowance for doubtful accounts
of $238 and $228 in 2000 and 1999, respectively 8,257 5,735
Inventories 5,657 3,772
Other current assets 1,590 2,420
--------- ---------
Total current assets 15,504 14,438
Property, plant and equipment 13,460 12,523
--------- ---------
Other assets 1,961 1,359
--------- ---------
Intangible assets 37,680 32,016
--------- ---------
Total assets $ 68,605 $ 60,336
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current portion of long-term debt $ 2,675 $ 373
Accounts payable and accrued liabilities 4,774 4,627
--------- ---------
Total current liabilities 7,449 5,000
Deferred income taxes 2,679 2,679
Long-term debt 501 520
--------- ---------
Stockholders' Equity:
Common stock, voting, $.01 par value, 25,000,000 shares authorized,
6,504,196 and 6,504,296 shares issued and outstanding in 2000 and
1999, respectively 65 65
Additional paid-in capital 26,093 26,083
Retained earnings 35,360 29,511
Common stock in treasury, at cost, 308,514 and 308,414 shares in 2000
and 1999, respectively (3,542) (3,522)
--------- ---------
Total stockholders' equity 57,976 52,137
--------- ---------
Total liabilities and stockholders' equity $ 68,605 $ 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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 14,139 $ 10,762 $ 36,190 $ 30,388
Cost of goods sold 6,841 4,763 16,675 13,424
------------- ------------- ------------ ------------
Gross profit 7,298 5,999 19,515 16,964
Selling, general and administrative expenses 3,764 3,037 9,810 8,761
------------- ------------- ------------ ------------
Income from operations 3,534 2,962 9,705 8,203
------------- ------------- ------------ ------------
Interest expense 64 27 85 100
Other expense (income), net 29 (43) 73 (180)
------------- ------------- ------------ ------------
Income before provision for income taxes 3,441 2,978 9,547 8,283
Provision for income taxes 1,316 1,161 3,698 3,230
------------- ------------- ------------ ------------
Net income $ 2,125 $ 1,817 $ 5,849 $ 5,053
============= ============= ============ ============
Basic earnings per share $ 0.33 $ 0.28 $ 0.90 $ 0.77
============= ============= ============ ============
Diluted earnings per share $ 0.32 $ 0.28 $ 0.89 $ 0.77
============= ============= ============ ============
Basic weighted average shares outstanding 6,501 6,504 6,501 6,586
============= ============= ============ ============
Diluted weighted average shares outstanding 6,664 6,531 6,607 6,603
============= ============= ============ ============
</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>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 5,849 $ 5,053
-------- --------
Adjustments to reconcile net income to cash flows from
operating activities --
Depreciation and amortization 1,928 1,664
Gain on sale of property, plant and equipment (24) -
Changes in assets and liabilities --
Trade accounts receivable (1,264) 1,120
Inventories (611) (251)
Other current assets 873 80
Other assets (602) (15)
Accounts payable and accrued liabilities (1,958) (447)
-------- --------
Total adjustments (1,658) 2,151
-------- --------
Net cash flows from operating activities 4,191 7,204
-------- --------
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired (6,941) (5,690)
Purchases of property, plant and equipment (1,894) (1,381)
Proceeds from sale of property, plant and equipment 36 -
------- --------
Net cash flows from investing activities (8,799) (7,071)
-------- --------
Cash flows from financing activities:
Borrowings on long term-debt 5,000 -
Payments on long term-debt (3,741) (406)
Borrowings from revolving line of credit 2,845 4,500
Payments on revolving line of credit (1,997) (4,500)
Common stock in treasury, issued 94 -
Common stock in treasury, purchased (104) (3,217)
-------- --------
Net cash flows from financing activities 2,097 (3,623)
-------- --------
Net decrease in cash and cash equivalents (2,511) (3,490)
Cash and cash equivalents, beginning of period 2,511 4,337
-------- --------
Cash and cash equivalents, end of period $ - $ 847
======== ========
</TABLE>
The accompanying notes are an integral part of these statements
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YOUNG INNOVATIONS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 nine months ended September 30, 2000 are not necessarily
indicative of the results expected for the full year or any other interim
period.
The accompanying condensed consolidated financial statements have been
prepared in conformity with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed, or omitted, pursuant to the
rules of the Securities and Exchange Commission. In our opinion, the statements
include all adjustments necessary (which are of a normal recurring nature) for
the fair presentation on the results of the interim periods presented.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
1. DESCRIPTION OF BUSINESS:
Young Innovations, Inc. (the Company) develops, manufactures and markets
supplies and equipment used by dentists, dental hygienists and consumers. The
Company's product offering includes disposable and metal prophy angles, cups,
brushes, panoramic x-ray machines, handpieces and related components,
orthodontic toothbrushes, flavored gloves, children's toothbrushes, children's
toothpastes, and infection control products. The Company's manufacturing and
distribution facilities are located in Missouri, California, Indiana and Texas.
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), Athena Technology, LLC. (Athena,
formerly Athena Technology, Inc.), and Young PS Acquisitions, LLC (Plak
Smacker). Athena is included since its acquisition on April 2, 1999. Plak
Smacker is included since its acquisition on June 13, 2000. 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.
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3. ACQUISITIONS:
On June 13, 2000, the Company acquired substantially all of the assets and
assumed a portion of the liabilities of Plak Smacker for $6,906 in cash. The
acquisition was principally financed with borrowings on the Company's credit
facilities and cash flows from operations. The acquisition was accounted for as
a purchase transaction. The purchase price was allocated to the net assets
acquired based upon their estimated fair values. The financial statements
reflect the preliminary allocation of the purchase price and are subject to
adjustment when valuations are finalized. Adjustments were made to the purchase
price allocation during the third quarter of 2000. The excess of the purchase
price over estimated fair value of net assets (goodwill) was $6,126 and is being
amortized over 30 years. The results of operations for Plak Smacker are included
in the consolidated financial statements since June 13, 2000.
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. After a final purchase price
adjustment in the second quarter of 2000, the Company paid $4,241 in cash and
issued $232 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 and second quarter of 2000.The excess of purchase
price over estimated fair value of net assets (goodwill) was $4,747 and is being
amortized over 40 years. The results of operations for Athena are included in
the consolidated financial statements since April 2, 1999.
4. INVENTORIES:
<TABLE>
<CAPTION>
Inventories consist of the following:
SEPTEMBER 30, DECEMBER 31,
2000 1999
---------- ----------
<S> <C> <C>
Finished products $ 771 $ 1,373
Work in process 1,784 1,467
Raw materials and supplies 3,102 932
-------- -------
Total inventories $5,657 $ 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 notes receivable as well as 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. CREDIT ARRANGEMENTS AND NOTES PAYABLE:
At September 30, 2000 the Company had a revolving line of credit and bank
notes of $2,348 outstanding. For the nine months ending September 30, 2000 the
Company had borrowed $7,845 and re-paid $5,497 under these arrangements. The
Company also has $828 of other notes payable and capital lease obligations at
September 30, 2000.
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7. 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 2000, the Company
purchased an additional 7,500 shares for $104 and reissued 1,400 shares in
conjunction with stock option exercises for $15. In the third quarter 2000 the
Company reissued 6,000 shares in conjunction with stock option exercises for
$69.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
NET SALES
Net sales increased $3.4 million, or 31.4%, to $14.1 million in the
third quarter of 2000 from $10.8 million in the third quarter of 1999. The
increase was primarily a result of the addition of Plak Smacker sales in the
third quarter of 2000 as well as growth in sales of products from the base
business, including prophy products and panoramic x-ray machines. Plak Smacker
was acquired on June 13, 2000.
GROSS PROFIT
Gross profit increased $1.3 million or 21.7%, to $7.3 million in the
third quarter of 2000 from $6.0 million in the third quarter of 1999. Gross
profit benefited from the acquisition of Plak Smacker and from strong sales in
the base business. Gross margin decreased to 51.6% of net sales in the third
quarter of 2000 from 55.7% in the third quarter of 1999. The decrease was
primarily a result of the inclusion of sales of Plak Smacker, which typically
carry lower gross margins.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
SG&A expenses increased $727,000 or 23.9% to $3.8 million in the third
quarter of 2000 from $3.0 million in the third quarter of 1999. The increase was
primarily the result the inclusion of Plak Smacker. As a percent of net sales,
SG&A expenses decreased to 26.6% in 2000 from 28.2% in 1999.
INCOME FROM OPERATIONS
Income from operations increased $572,000 or 19.3%, to $3.5 million in
the third quarter of 2000 from $3.0 million in the third quarter of 1999. The
increase was a result of the items explained above.
OTHER EXPENSE (INCOME)
Other expense (income) increased $109,000 to $93,000 in the third
quarter of 2000 from ($16,000) in the third quarter of 1999. The increase was
primarily attributable to additional interest expense resulting from borrowings
on the Company's credit facilities and less interest income from cash used
related to the acquisition of Plak Smacker.
PROVISION FOR INCOME TAXES
Provision for income taxes increased $155,000 for the third quarter of
2000 to $1.3 million from $1.2 million in the third quarter of 1999.
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NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
NET SALES
Net sales increased $5.8 million, or 19.1%, to $36.2 million for the
first nine months of 2000 from $30.4 million for the first nine months of 1999.
The increase was primarily a result of the addition of Plak Smacker sales and a
full period of sales of Athena in 2000 as well as growth in sales of products
from the base business, including prophy products and panoramic x-ray machines.
Plak Smacker was acquired on June 13, 2000 and Athena was acquired April 2,
1999.
GROSS PROFIT
Gross profit increased $2.6 million or 15.0%, to $19.5 million for the
first nine months of 2000 from $17.0 million for the first nine months of 1999.
Gross profit benefited from the acquisitions of Athena and Plak Smacker and
through strong sales in the other base business. Gross margin decreased
slightly to 53.9% of net sales for the first nine months of 2000 from 55.8% of
net sales for the comparable period in 1999. The decrease was a result of the
inclusion of sales of Athena and Plak Smacker 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.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
SG&A expenses increased $1.0 million, or 12.0%, to $9.8 million for the
first nine months of 2000 from $8.8 million for the first nine months of 1999.
The increase in SG&A expenses was primarily attributable to the inclusion of
Athena and Plak Smacker. The increase in SG&A expenses was partially offset by
the consolidation of the Athena operations in Fort Wayne. As a percent of net
sales, SG&A expenses decreased to 27.1% for the first nine months of 2000 from
28.8% for the comparable period in 1999.
INCOME FROM OPERATIONS
Income from operations increased $1.5 million or 18.3%, to $9.7 million
for the first nine months of 2000 from $8.2 million for the first nine months of
1999. The increase was a result of the items explained above.
OTHER EXPENSE (INCOME)
Other expense (income) increased $238,000 to $158,000 for the first
nine months of 2000 from ($80,000) for the comparable period in 1999. The
increase was attributable to additional interest expense resulting from
borrowings on the Company's credit facilities and less interest income from cash
used related to the acquisition of Plak Smacker as well as the inclusion of a
full period in 2000 of the Company's portion of the loss from its investment in
IAI.
PROVISION FOR INCOME TAXES
Provision for income taxes increased $468,000 in the first nine months
of 2000 to $3.7 million from $3.2 million in the first nine months of 1999.
LIQUIDITY AND CAPITAL RESOURCES
On June 13, 2000, the Company acquired substantially all of the assets of
Plak Smacker for approximately $6.9 million in cash. The purchase price was
principally financed with borrowings on the Company's credit facilities and with
cash flows from operations.
On January 18, 2000 Panoramic purchased substantially all of the assets of
Sav-A-Life System, Inc. (Sav-A-Life), which sells emergency medical kits and
related supplies and refills. The purchase price was approximately $434,000 in
cash and was principally financed through cash flows from operations.
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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. After a final purchase price
adjustment in the second quarter of 2000, the Company paid approximately $4.2
million in cash and issued approximately $232,000 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. The notes were paid in full by the Company in the
second quarter of 2000.
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 flows from operating activities were $4.2
million and $7.2 million for the first nine months of 2000 and 1999,
respectively. Capital expenditures for property, plant and equipment were $1.9
million and $1.4 million for the first nine months 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 $1.3 million. Consistent with the Company's historical
capital expenditures, future capital expenditures are expected to include
buildings, building improvements, the purchase of panoramic X-ray machines for
rental, injection molding 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.
FORWARD-LOOKING STATEMENTS
Investors are cautioned that this report as well as other reports and oral
statements by Company officials may contain certain forward-looking statements
as defined in the Private Securities Litigation and Reform Act of 1995.
Forward-looking statements include statements which are predictive in nature,
which depend upon or refer to future events or conditions and which include
words such as "expects", "anticipates", "intends", "plans", "believes",
"estimates" or similar expressions. These statements are not guaranties of
future performance and the Company makes no commitment to update or disclose any
revisions to forward-looking statements, or any facts, events or circumstances
after the date hereof that may bear upon forward-looking statements. Because
such statements involve risks and uncertainties, actual actions and strategies
and the timing and expected results thereof may differ materially from those
expressed or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, those disclosed in the Company's
Annual Report on Form 10-K and other reports filed with the Securities and
Exchange Commission.
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.
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PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Number Description
27 Financial Data Schedule
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.
November 8, 2000 /s/ Arthur L. Herbst, Jr.
---------------------- ---------------------------------------------
Date Arthur L. Herbst, Jr.
Executive Vice President Strategic Planning &
Chief Financial Officer
10
