-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SmgnYxzPsj3VukQEAt/EtEmdLFgqoRpi3tuOL2FjOXWencENU4yTI5gto2KbB2V0 LeKAqz0MOts1Tgnv7khkgw== 0000950135-98-005811.txt : 19981113 0000950135-98-005811.hdr.sgml : 19981113 ACCESSION NUMBER: 0000950135-98-005811 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DENTEX CORP /MA/ CENTRAL INDEX KEY: 0000913616 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 042762050 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-23092 FILM NUMBER: 98744512 BUSINESS ADDRESS: STREET 1: 526 BOSTON POST ROAD CITY: WAYLAND STATE: MA ZIP: 01778 BUSINESS PHONE: 5083584422 MAIL ADDRESS: STREET 1: 526 BOSTON POST ROAD CITY: WAYLAND STATE: MA ZIP: 01778 10-Q 1 NATIONAL DENTEX CORPORATION 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 1998 COMMISSION FILE NUMBER: 000-23092 NATIONAL DENTEX CORPORATION --------------------------- MASSACHUSETTS 04-2762050 - ------------------------ --------------------------- (STATE OF INCORPORATION) (I.R.S. IDENTIFICATION NO.) 526 BOSTON POST ROAD, WAYLAND, MA 01778 - ---------------------------------------- --------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (508) - 358 - 4422 ------------------------------- (REGISTRANT'S TELEPHONE NUMBER) 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 OF COMMON STOCK OUTSTANDING AS OF NOVEMBER 6, 1998: 3,500,380. --------- ================================================================================ 2 NATIONAL DENTEX CORPORATION FORM 10-Q QUARTER ENDED SEPTEMBER 30, 1998 TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS: CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1997 AND SEPTEMBER 30, 1998 (UNAUDITED) 3 CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1998 (UNAUDITED) 4 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR 5 THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1998 (UNAUDITED) 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12 PART II. OTHER INFORMATION 13 SIGNATURES 14 3 NATIONAL DENTEX CORPORATION CONSOLIDATED BALANCE SHEETS
December 31, September 30, 1997 1998 ----------- ------------ (Unaudited) ASSETS CURRENT ASSETS: Cash and equivalents .............................................. $ 4,912,097 $ 6,633,560 Accounts receivable: Trade, less allowance of $146,000 in 1997 and $170,000 in 1998 ............................................. 6,708,260 7,080,095 Other ........................................................... 208,799 215,647 Inventories ....................................................... 3,091,800 3,186,363 Prepaid expenses .................................................. 493,781 751,745 Deferred tax asset ................................................ 364,979 368,821 ----------- ----------- Total current assets ............................................. 15,779,716 18,236,231 ----------- ----------- PROPERTY AND EQUIPMENT: Land and buildings ................................................ 3,590,720 3,683,403 Leasehold and building improvements ............................... 3,142,342 3,313,788 Laboratory equipment .............................................. 6,491,244 6,831,142 Furniture and fixtures ............................................ 1,832,982 1,940,873 Capital leases .................................................... 342,819 342,819 ----------- ----------- 15,400,107 16,112,025 Less - Accumulated depreciation and amortization ................ 7,981,989 8,626,676 ----------- ----------- Net property and equipment ........................................ 7,418,118 7,485,349 ----------- ----------- OTHER ASSETS, net: Goodwill .......................................................... 8,254,191 9,460,935 Non competition agreements ........................................ 3,508,875 3,394,086 Other ............................................................. 768,953 994,860 ----------- ----------- 12,532,019 13,849,881 ----------- ----------- $35,729,853 $39,571,461 ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable .................................................. $ 1,137,701 $ 891,121 Accrued liabilities: Payroll and employee benefits ................................... 2,826,089 2,933,466 Current portion of deferred purchase price ...................... 1,868,577 1,538,042 Other ........................................................... 336,661 257,859 ----------- ----------- Total current liabilities ....................................... 6,169,028 5,620,488 ----------- ----------- LONG TERM LIABILITIES: Deferred tax liability ............................................ 195,827 177,068 Deferred purchase price ........................................... 696,367 1,061,634 ----------- ----------- Total long-term liabilities ..................................... 892,194 1,238,702 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS EQUITY: Preferred stock, $.01 par value Authorized - 500,000 shares None issued and outstanding ..................................... -- -- Common stock, $.01 par value Authorized - 8,000,000 shares Issued and outstanding - 3,460,829 shares at December 31, 1997, and 3,496,270 shares at September 30, 1998 .................................... 34,608 34,963 Paid-in capital ................................................... 13,968,731 14,446,667 Retained earnings ................................................. 14,665,292 18,230,641 ----------- ----------- Total stockholders' equity ...................................... 28,668,631 32,712,271 ----------- ----------- $35,729,853 $39,571,461 ----------- -----------
The accompanying notes are an integral part of these consolidated financial statements. 3 4 NATIONAL DENTEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three months ended Nine months ended ------------------------------ ------------------------------- September 30, September 30, September 30, September 30, 1997 1998 1997 1998 ------------ ------------ ------------ ------------ Net sales ........................................ $15,117,547 $15,800,533 $44,365,018 $47,650,961 Cost of goods sold ............................... 8,784,726 9,434,612 25,177,843 27,420,625 ----------- ----------- ----------- ----------- Gross profit .................................. 6,332,821 6,365,921 19,187,175 20,230,336 Total operating expenses ......................... 4,707,234 4,752,640 13,827,682 14,450,243 ----------- ----------- ----------- ----------- Operating income .............................. 1,625,587 1,613,281 5,359,493 5,780,093 Other income ..................................... 17,742 12,902 77,590 23,626 Interest income .................................. 21,941 62,058 57,312 118,787 ----------- ----------- ----------- ----------- Income before provision for income taxes ...... 1,665,270 1,688,241 5,494,395 5,922,506 Provision for income taxes ....................... 662,777 671,919 2,186,770 2,357,157 ----------- ----------- ----------- ----------- Net income .................................... $ 1,002,493 $ 1,016,322 $ 3,307,625 $ 3,565,349 =========== =========== =========== =========== Net income per share - Basic ..................... $ .29 $ .29 $ .96 $ 1.02 =========== =========== =========== =========== Net income per share - Diluted ................... $ .28 $ .29 $ .94 $ 1.00 =========== =========== =========== =========== Weighted average shares outstanding - Basic ...... 3,459,072 3,493,441 3,452,638 3,479,954 =========== =========== =========== =========== Weighted average shares outstanding - Diluted .... 3,524,872 3,555,919 3,510,948 3,572,046 =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 4 5 NATIONAL DENTEX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
Preferred Stock Common Stock ------------------- -------------------- Number of $.01 Par Number of $.01 Par Paid-in Retained Shares Value Shares Value Capital Earnings Total --------- -------- --------- --------- ----------- ------------ ----------- BALANCE, December 31, 1997................... -- $ -- 3,460,829 $ 34,608 $13,968,731 $14,665,292 $28,668,631 Issuance of 19,880 shares of common stock under the employee stock option plan....... -- -- 19,880 199 240,481 -- 240,680 Issuance of 14,601 shares of common stock under the employee stock purchase plan .... -- -- 14,601 146 213,465 -- 213,611 Issuance of 960 shares of common stock as director's fees............................. -- -- 960 10 23,990 -- 24,000 Net income................................... -- -- -- -- -- 3,565,349 3,565,349 ---- ----- --------- -------- ----------- ----------- ----------- BALANCE, September 30, 1998.................. -- $ -- 3,496,270 $ 34,963 $14,446,667 $18,230,641 $32,712,271 ==== ===== ========= ======== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. 5 6 NATIONAL DENTEX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the nine months ended September 30, ------------------------------ 1997 1998 ----------- ----------- Cash flows from operating activities: Net income ..................................................... $ 3,307,625 $ 3,565,349 Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions: Depreciation and amortization .............................. 1,266,938 1,479,994 Increase in accounts receivable ............................ (376,874) (143,926) Increase in inventories .................................... (140,971) (28,618) Increase in prepaid expenses ............................... (108,702) (256,816) (Increase) decrease in deferred tax asset .................. 3,841 (3,842) Increase in other assets ................................... (166,577) (237,750) Increase (decrease) in accounts payable and accrued liabilities ....................................... 149,772 (435,668) Decrease in deferred tax liability ......................... (60,231) (18,759) ----------- ----------- Net cash provided by operating activities .................. 3,874,821 3,919,964 ----------- ----------- Cash flows from investing activities: Payment for acquisitions, net of cash acquired ............... (3,691,799) (1,385,357) Payment of deferred purchase price ........................... (604,329) (646,153) Additions to property and equipment, net ..................... (864,509) (645,282) ----------- ----------- Net cash used in investing activities ...................... (5,160,637) (2,676,792) ----------- ----------- Cash flows from financing activities: Net payments of current and long-term obligations ............ (200,568) -- Proceeds from issuance of common stock ....................... 267,183 478,291 ----------- ----------- Net cash provided by financing activities .................. 66,615 478,291 ----------- ----------- Net increase (decrease) in cash ................................ (1,219,201) 1,721,463 Cash at beginning of period .................................... 4,959,038 4,912,097 ----------- ----------- Cash at end of period .......................................... $ 3,739,837 $ 6,633,560 ----------- ----------- Supplemental disclosures of cash flow information: Interest paid ................................................ $ 8,599 $ 9,333 ----------- ----------- Income taxes paid ............................................ $ 2,518,566 $ 2,330,266 ----------- -----------
The accompanying notes are an integral part of these consolidated financial statements. 6 7 NATIONAL DENTEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (1) INTERIM FINANCIAL STATEMENTS The accompanying unaudited financial statements include all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for fair presentation of the results of operations for the periods presented. Interim results are not necessarily indicative of the results to be expected for a full year. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as allowed by Form 10-Q. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company's consolidated financial statements for the year ended December 31, 1997 as filed with the Securities and Exchange Commission on Form 10-K. (2) EARNINGS PER SHARE Basic earnings per share was computed by dividing net income by the weighted-average common shares outstanding. Diluted earnings per share was computed by giving effect to all dilutive potential common shares outstanding. These shares include shares issuable upon the exercise of options and warrants as determined by the application of the treasury stock method. The calculation of basic earnings per share and diluted earnings per share is as follows:
Three Months Ended Three Months Ended Nine months Ended Nine months Ended September 30, 1997 September 30, 1998 September 30, 1997 September 30, 1998 ------------------ ------------------ ------------------ ------------------ Net income applicable to common stock $1,002,493 $1,016,322 $3,307,625 $3,565,349 ========== ========== ========== ========== COMPUTATION OF BASIC EARNINGS PER SHARE: Weighted average common shares outstanding 3,459,072 3,493,441 3,452,638 3,479,954 Basic earnings per share $ .29 $ .29 $ .96 $ 1.02 COMPUTATION OF DILUTED EARNINGS PER SHARE: Weighted average common shares outstanding 3,459,072 3,493,441 3,452,638 3,479,954 Shares issuable from assumed exercise of options and warrants (as determined by the application of the treasury stock method) 65,800 62,478 58,310 92,092 ---------- ---------- ---------- ---------- Weighted average common shares outstanding as adjusted 3,524,872 3,555,919 3,510,948 3,572,046 Diluted earnings per share $ .28 $ .29 $ .94 $ 1.00
7 8 Options to purchase 1,500 shares of common stock at $ 25.00 per share were outstanding during the third quarter of 1998 but were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of the common shares. The options, which expire April 2008, were still outstanding on September 30, 1998. (3) COMPREHENSIVE INCOME Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," establishes standards for reporting and displaying comprehensive income and its components. The Company adopted the statement in its quarter ending March 31, 1998. The Company does not have any other items of comprehensive income. As such, comprehensive income is equal to net income as presented in the consolidated statements of income. (4) SUBSEQUENT EVENTS On November 2, 1998 the Company acquired all of the outstanding capital stock of Excel Berger Dental Laboratories, Inc. of North Brunswick, New Jersey. On November 9, 1998 the Company acquired certain assets of Hearn Dental Laboratory of Indianapolis, Indiana. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ================================================================================ LIQUIDITY AND CAPITAL RESOURCES Working capital increased from $9,611,000 at December 31, 1997 to $12,616,000 at September 30, 1998. Cash and equivalents increased $1,721,000 from $4,912,000 at December 31, 1997. Operating activities provided $3,920,000 in cash flow for the nine months ended September 30,1998. Cash outflows related to dental laboratory acquisitions totaled $2,032,000 for the same period. The Company maintains a financing agreement (the "Agreement") with State Street Bank and Trust Company (the "Bank"). The Agreement, as amended and extended on June 27, 1997, includes revolving lines of credit of $4,000,000 and $8,000,000. The interest rate on both revolving lines of credit is the prime rate minus 0.5% or the LIBOR rate plus 1.5%, at the Company's option. Both revolving lines of credit mature on June 1, 2001. A commitment fee of one eighth of 1% is payable on the unused amount of both revolving lines of credit. At September 30, 1998 the full principal amount was available to the Company under both revolving lines of credit. Management believes that cash flow from operations and the Company's existing financing will be sufficient to meet contemplated operating and capital requirements, including costs associated with anticipated acquisitions, if any, in the foreseeable future. This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those set forth in the forward-looking statements. Certain factors that could affect capital expenditures, the Company's requirements for capital, the costs associated with anticipated acquisitions and the Company's results of operations include general economic conditions, the availability of laboratories for purchase by the Company, the ability of the Company to acquire and successfully operate additional dental laboratories, governmental regulation of health care, trends in the dental industry towards managed care, other factors affecting patient visits to the Company's clients, increases in labor and materials costs and other risks indicated from time to time in filings with the Securities and Exchange Commission. 9 10 RESULTS OF OPERATIONS The following table sets forth for the periods indicated the percentage of net sales represented by certain items in the Company's Consolidated Financial Statements:
Nine Months Ended --------------------------- September 30, September 30, 1997 1998 ------------ ------------ Net sales 100.0% 100.0% Cost of goods sold 56.8 57.5 ----- ----- Gross profit 43.2 42.5 Total operating expenses 31.2 30.3 ----- ----- Operating income 12.1 12.1 Other income 0.2 -- Interest income 0.1 0.2 ----- ----- Income before provision for income taxes 12.4 12.4 Provision for income taxes 4.9 4.9 ----- ----- Net income 7.5% 7.5% ----- -----
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 1997 Net Sales Net sales increased $3,286,000 or 7.4% in the nine months ended September 30, 1998 over the corresponding period of the prior year. Approximately $2,298,000 of this increase is attributable to business at dental laboratories owned less than one year, with the remaining increase representing sales growth at dental laboratories owned during both the nine months ended September 30, 1998 and the comparable nine months ended September 30, 1997. Cost of Goods Sold Cost of goods sold, which consists principally of labor and related benefits, cost of materials, and laboratory overhead, increased by $2,243,000. As a percentage of sales, cost of goods sold increased from 56.8% to 57.5%, representing a gross margin decrease of .7%. Increases in materials costs and laboratory overhead expenses were partially offset by improvements in labor productivity. The rising cost of palladium, a component of dental alloys used in the manufacture of many of the Company's goods, was a factor in the increased materials costs. The Company has attempted to address the cost of this material in each marketplace and has made efforts to recover costs through price increases, temporary surcharges and the use of substitute metals in place of palladium-based materials. 10 11 Total Operating Expenses Total operating expenses, which consist of (i) selling expenses, the cost of the Company's pick-up and delivery services and administrative expenses at the dental laboratory level, (ii) costs of operation by the Company's corporate headquarters and field support services and (iii) amortization expense, increased by $623,000 or 4.5% during the nine months ended September 30, 1998 over the corresponding period in 1997. This increase was primarily attributable to the operating and amortization expenses associated with acquired dental laboratories. Operating expenses decreased as a percentage of net sales from 31.2% to 30.3% during the nine months ended September 30, 1998 compared with the corresponding period in 1997. Operating Income Operating income increased by $421,000 or 7.9% for the nine months ended September 30, 1998 over the corresponding period in 1997. The increase was the result of higher sales volume and reductions in operating expenses as a percentage of net sales, partially offset by an increase in cost of goods sold. Other Income Other income decreased $54,000 in the nine months ended September 30, 1998 compared to the same period in 1997. This decrease was primarily due to increased usage of credit cards by customers and a reduction in accounts receivable service charge income on past due balances. Interest Income Interest income increased by $61,000 or 107.3% in the nine months ended September 30, 1998 over the corresponding period in 1997. The increase was primarily due to increased investment principal. Provision for Income Taxes The Company's provision for income taxes for the nine months ended September 30, 1998 increased to $2,357,000 from $2,187,000 in the corresponding period in 1997. The effective tax rate remained constant at 39.8%. Net Income As a result of the factors discussed above, net income for the nine months ended September 30, 1998 increased by $258,000 or 7.8% over the corresponding period in 1997. Net income per share, on a diluted basis, increased from $0.94 per share to $1.00 per share. YEAR 2000 (Y2K) COMPLIANCE The company faces Y2K issues in the areas of computerized data processing using the Company's own equipment along with third party software, and to a lesser extent, vendor issues in procuring raw materials and difficulties with embedded microprocessors in communications systems and dental laboratory equipment. Information Technology Issues The central focus of the Company's Y2K plan has been to mitigate the data processing issues. The areas that are being addressed are the Company's centralized corporate financial systems along with individual laboratory billing systems. The corporate systems embody the Company's general ledger and accounts payable systems. The laboratory systems handle production scheduling, billing and accounts receivable. Purchasing and inventory control records are generally kept manually. The Company is in the final testing phase of its central corporate financial systems. The company has licensed and installed an upgrade from an existing vendor. While the vendor has represented that the software is Y2K compliant, the Company intends to complete testing to gain further confidence in the vendor's representations. 11 12 It is expected that this testing will be completed during the first quarter of 1999. The Company has also licensed an upgrade for each laboratory system. The Company has successfully implemented the upgrade at a number of locations and expects to complete implementation by June 1999. While the vendor has represented that the software is Y2K compliant, the Company intends to complete its own internal testing to gain further confidence in the vendor's representations. It is expected that this testing will be completed by June 1999. The costs of both the upgrade of the central corporate financial systems and the laboratory systems of approximately $60,000 have been incurred and will be amortized according to standard Company practice over an estimated useful life of five years. While the Company is currently unable to estimate a cost for the replacement of non-compliant hardware, management is confident that these costs when identified and prioritized will not materially increase the Company's normal capital expenditure requirements. The Company's laboratories use personal computers for word processing and spreadsheets. An effort is underway to identify non-compliant hardware and software. While these computers are not critical to business operations, the Company expects to upgrade necessary equipment during the course of 1999. Business Partners The Company does business with a multitude of vendors and is in the process of gathering Y2K assurances from its key business partners. The Company does not rely on a single vendor for raw materials inventory. The Company does not operate a "Just In Time" inventory system. Company inventory levels are sufficient to absorb temporary delays in raw materials shipments. Alternative materials and vendors are readily available. Embedded Systems The Company uses equipment in manufacturing. While some equipment uses computer chips for the purpose of temperature regulation and timing, most of the manufacturing process does not rely on computerized machinery. In most cases, the equipment uses timers operating at an hourly level. The Company has not yet identified equipment which is date sensitive. Should equipment fail an individual laboratory can make use of older backup equipment. The Company is now in the process of identifying communications equipment and other systems which may lose needed functionality due to Y2K issues. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 12 13 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings: No material legal proceedings are pending to which the Company is a party or of which any of its property is subject. ITEM 2. Changes in Securities and Use of Proceeds: Not applicable. ITEM 3. Defaults upon Senior Securities: Not applicable. ITEM 4. Submission of Matters to a Vote of Security Holders: Not applicable. ITEM 5. Other Information: In a press release on October 22, 1998 the Company announced that, due to health reasons, Mr. William Mullahy will be stepping aside as President and CEO. He will remain on the Management Committee and retain his seat on the Board of Directors. The Board of Directors is reviewing the situation and will work with Mr. Mullahy on an orderly succession in a time frame appropriate for all parties. See footnote 4 to the Consolidated Financial Statements for information regarding recent acquisitions. ITEM 6. Exhibits and Reports on form 8-K: a. Exhibits: (27) Financial Data Schedule b. Reports on Form 8-K: None 13 14 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, there unto duly authorized. NATIONAL DENTEX CORPORATION Registrant November 12, 1998 By: /s/ William M. Mullahy -------------------------------------------- William M. Mullahy, President Chief Executive Officer and Director (Principal Executive Officer) November 12, 1998 By: /s/ David L. Brown -------------------------------------------- David L. Brown, Vice President, Chief Financial Officer, Treasurer and Assistant Clerk (Principal Financial Officer) November 12, 1998 By: /s/ Richard F. Becker -------------------------------------------- Richard F. Becker, Jr. Vice President, Finance (Principal Accounting Officer) 14 EX-27.1 2 FINANCIAL DATA SCHEDULE 9-MOS 9/30/97
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) AND THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 U.S. DOLLARS 9-MOS DEC-31-1997 SEP-30-1997 1 3,739,837 0 7,246,293 165,246 3,126,026 15,301,856 14,739,950 7,763,373 34,935,508 6,206,667 0 0 0 34,593 27,576,693 34,935,508 44,365,018 44,365,018 25,177,843 13,827,682 0 0 (57,312) 5,494,395 2,186,770 0 0 0 0 3,307,625 .96 .94
EX-27.2 3 FINANCIAL DATA SCHEDULE 9-MOS SEP 30, 1998
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 1998 AND 1997 (UNAUDITED) AND THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30 ,1998 AND 1997 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1 U.S. DOLLARS 9-MOS DEC-31-1998 SEP-30-1998 1 6,633,560 0 7,295,742 170,436 3,186,363 18,236,231 16,112,025 8,626,676 39,571,461 5,620,488 0 0 0 34,963 32,677,308 39,571,461 47,650,961 47,650,961 27,420,625 14,450,243 0 0 (118,787) 5,922,506 2,357,157 0 0 0 0 3,565,349 1.02 1.00
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