UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 10-Q



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007



OR



oTRANSITION 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. Employeror 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.

|YesxNo o
|--------



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

(Check one):  Large accelerated filer  oAccelerated filerxNon-accelerated filer  o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes oNox



Number of shares outstanding of the Registrants Common Stock at October 24, 2007:

|8,108,271 shares of Common Stock, par value $.01 per share
|----------------------------------------------------------





1





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PART I

FINANCIAL INFORMATION



Item 1. Financial Statements.

YOUNG INNOVATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)



|                                                                                                                                                       | September 30, |  | December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------- |  | ------------
|                                                                                                                                                       | 2007          |  | 2006        
|                                                                                                                                                       | (unaudited)   |  |             
|Assets                                                                                                                                                 |               |  |             
|Current assets:                                                                                                                                        |               |  |             
|Cash and cash equivalents                                                                                                                              | $    2,292    |  | $    1,017  
|Trade accounts receivable, net of allowance for doubtful accounts of  $423
and $478 in 2007 and 2006, respectively                                     | 13,532        |  | 13,057      
|Inventories                                                                                                                                            | 14,310        |  | 14,111      
|Other current assets                                                                                                                                   | 4,700         |  | 5,546       
|                                                                                                                                                       |               |  |             
|Total current assets                                                                                                                                   | 34,834        |  | 33,731      
|Property, plant and equipment, net                                                                                                                     | 33,196        |  | 29,178      
|Goodwill, net                                                                                                                                          | 77,511        |  | 78,233      
|Other intangible assets, net                                                                                                                           | 11,266        |  | 11,140      
|Other assets                                                                                                                                           | 4,544         |  | 4,306       
|                                                                                                                                                       |               |  |             
|Total assets                                                                                                                                           | $ 161,351     |  | $ 156,588   
|                                                                                                                                                       |               |  |             
|                                                                                                                                                       |               |  |             
|Liabilities and Stockholders Equity                                                                                                                   |               |  |             
|Current liabilities:
Accounts payable and accrued liabilities                                                                                          | $    9,976    |  | $    7,749  
|                                                                                                                                                       |               |  |             
|Total current liabilities                                                                                                                              | 9,976         |  | 7,749       
|Long-term debt                                                                                                                                         | 41,000        |  | 21,810      
|Deferred income taxes                                                                                                                                  | 10,541        |  | 9,531       
|                                                                                                                                                       |               |  |             
|Total liabilities                                                                                                                                      | 61,517        |  | 39,090      
|Stockholders equity:                                                                                                                                  |               |  |             
|Common stock, voting, $.01 par value per share, 25,000 shares authorized,
8,107 and 8,996 shares issued and outstanding in 2007 and 2006, respectively | 81            |  | 90          
|Additional paid-in capital                                                                                                                             | 27,422        |  | 29,214      
|Retained earnings                                                                                                                                      | 119,394       |  | 111,089     
|Common stock in treasury, at cost, 2,125 and 1,229 shares in 2007 and
2006, respectively                                                               | (47,217)      |  | (22,939)    
|Accumulated other comprehensive income                                                                                                                 | 154           |  | 44          
|Total stockholders' equity                                                                                                                             | 99,834        |  | 117,498     
|                                                                                                                                                       |               |  |             
|Total liabilities and stockholders equity                                                                                                             | $161,351      |  | $  156,588  
|                                                                                                                                                       |               |  |             



The accompanying notes are an integral part of these statements.







2





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YOUNG INNOVATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(unaudited)





|                                                                 |                                              |       |       |       |              | Three Months Ended September 30, |              | Nine Months Ended September 30,
|---------------------------------------------------------------- | -------------------------------------------- | ----- | ----- | ----- | ------------ | -------------------------------- | ------------ | -------------------------------
|                                                                 |                                              |       |       |       |              | 2007                             |              | 2006                           
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|Net sales                                                        |                                              |       |       |       | $    24,652  |                                  | $    23,811  |                                
|                                                                 | Cost of goods sold                           |       |       |       | 11,900       |                                  | 11,045       |                                
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|Gross profit                                                     |                                              |       |       |       | 12,752       |                                  | 12,766       |                                
|                                                                 | Selling, general and administrative expenses | 7,601 |       | 6,578 |              | 23,005                           |              | 18,524                         
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|Income from operations                                           |                                              |       |       | 5,151 |              | 6,188                            |              | 15,681                         
|                                                                 | Interest expense (income), net               |       |       |       | 358          |                                  | 71           |                                
|                                                                 | Other expense (income), net                  |       |       |       | 33           |                                  | --           |                                
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|Income before provision for income taxes                         |                                              |       | 4,760 |       | 6,117        |                                  | 14,869       |                                
|                                                                 | Provision for income taxes                   |       |       | 1,685 |              | 2,169                            |              | 5,501                          
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|Net income                                                       |                                              |       |       |       | $      3,075 |                                  | $      3,948 |                                
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|Basic earnings per share                                         |                                              |       |       | $0.36 |              | $0.44                            |              | $1.05                          
|Diluted earnings per share                                       |                                              |       |       | $0.35 |              | $0.43                            |              | $1.03                          
|Basic weighted average shares outstanding                        |                                              |       | 8,600 |       | 8,963        |                                  | 8,928        |                                
|Diluted weighted average shares outstanding                      |                                              |       | 8,773 |       | 9,183        |                                  | 9,082        |                                
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|                                                                 |                                              |       |       |       |              |                                  |              |                                
|The accompanying notes are an integral part of these statements. |                                              |       |       |       |              |                                 
|                                                                 |                                              |       |       |       |              |                                  |              |                                







3





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YOUNG INNOVATIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

|                                                                 |  | Nine Months Ended | 
|---------------------------------------------------------------- |  | ----------------- | 
|                                                                 |  | September 30,     | 
|                                                                 |  | 2007              | 
|                                                                 |  |                   | 
|Cash flows from operating activities:                            |  |                   | 
|Net income                                                       |  | $9,368            | 
|                                                                 |  |                   | 
|Adjustments to reconcile net income to net cash flows from       |  |                   | 
|operating activities --                                          |  |                   | 
|Depreciation and amortization                                    |  | 3,093             | 
|Share based compensation expense                                 |  | 758               | 
|Deferred income taxes                                            |  | 1,010             | 
|Changes in assets and liabilities, net of acquisitions --        |  |                   | 
|Trade accounts receivable                                        |  | (396)             | 
|Inventories                                                      |  | (148)             | 
|Other current assets                                             |  | 999               | 
|Other assets                                                     |  | (183)             | 
|Accounts payable and accrued liabilities                         |  | 2,168             | 
|Total adjustments                                                |  | 7,301             | 
|Net cash flows from operating activities                         |  | 16,669            | 
|                                                                 |  |                   | 
|                                                                 |  |                   | 
|Cash flows from investing activities:                            |  |                   | 
|Payments for acquisitions, net of cash acquired                  |  | --                | 
|Purchases of property, plant and equipment                       |  | (6,579)           | 
|Purchases of private equity investments                          |  | (150)             | 
|                                                                 |  |                   | 
|Net cash flows from investing activities                         |  | (6,729)           | 
|                                                                 |  |                   | 
|                                                                 |  |                   | 
|Cash flows from financing activities:                            |  |                   | 
|Borrowings of long-term debt                                     |  | 42,580            | 
|Payments of long-term debt                                       |  | (23,390)          | 
|Proceeds from stock options exercised                            |  | 170               | 
|Payment of cash dividend                                         |  | (1,063)           | 
|Purchase of treasury stock, net                                  |  | (27,054)          | 
|Tax benefit from stock options exercised                         |  | 47                | 
|Net cash flows from financing activities                         |  | (8,710)           | 
|                                                                 |  |                   | 
|Effect of exchange rate changes on cash                          |  | 45                | 
|                                                                 |  |                   | 
|Net increase (decrease) in cash and cash equivalents             |  | 1,275             | 
|Cash and cash equivalents, beginning of period                   |  | 1,017             | 
|Cash and cash equivalents, end of period                         |  | $2,292            | 
|                                                                 |  |                   | 
|The accompanying notes are an integral part of these statements. |  |                   | 
|                                                                 |  |                   | 







4





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YOUNG INNOVATIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007

(In thousands, except per share data)



GENERAL:



This report includes information in a condensed format and should be read in conjunction with the audited consolidated financial statements and footnotes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.  The results of operations for the three and nine months ended September 30, 2007 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 (which are of a normal recurring nature) necessary for the fair presentation of the results of the interim periods presented.



The balance sheet information at December 31, 2006 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. | ORGANIZATION:
|-- | -------------



Young Innovations, Inc. and its subsidiaries (the Company) develop, manufacture, and market supplies and equipment used to facilitate the practice of dentistry and to promote oral health.  The Companys product offerings include disposable and metal prophylaxis (prophy) angles, prophy cups and brushes, prophy pastes, microapplicators, panoramic X-ray machines, dental handpieces (drills) and related components, home care kits, orthodontic and childrens toothbrushes, flavored examination gloves, infection control products, ultrasonic cleaning systems, ultrasonic scaling and endodontic systems, and obturation systems used in endodontic surgery (root canal procedures).   The Companys manufacturing and distribution facilities are located in Missouri, California, Indiana, Tennessee, Texas, Wisconsin and Ireland.  Export sales were less than 20% of total net sales for 2007 and
less than 10% for 2006.



|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|-- | -------------------------------------------



Principles of Consolidation



The condensed consolidated financial statements include the accounts of Young Innovations, Inc. and its direct and indirect wholly owned subsidiaries.  All significant intercompany accounts and transactions are eliminated in consolidation.



Use of Estimates



The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period.  Actual results could differ from those estimates.







5





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Revenue Recognition



Revenue from the sale of products is recorded at the time title passes, generally when the products are shipped as the Companys shipping terms are customarily FOB shipping point.  The Company employs a variety of promotional activities, including, but not limited to, rebate programs, free goods offers, off-invoice pricing discounts, and free shipping promotions.  The Companys income statement classification and expense recognition and measurement for these promotional activities is in accordance with the provisions of Emerging Issues Task Force (EITF) 01-9:  Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products).  The Company generally warrants its products against defects and its most generous policy provides a two-year parts and labor warranty on X-ray machines.  The policy with respect to sales returns generally provides that
a customer may not return inventory except at the Companys option with the exception of X-ray machines, which have a 90-day return policy.  The Company owns X-ray equipment rented on a month-to-month basis to customers.  Revenue from the rental of equipment to others is recognized on a month-to-month basis as the revenue is earned.  A liability for the removal costs of the rented X-ray machines is capitalized and amortized over four years.



The Company offers a financing option to its customers purchasing X-ray machines through notes payable to the Company.  The equipment purchased is used to secure the notes.  These transactions are recorded as a sale upon the transfer of title to the purchaser, which generally occurs at the time of shipment, at an amount equal to the sales price of non-financed sales.  Interest on these notes is accrued as earned and recorded as interest income.



Income Taxes

The Company adopted Financial Accounting Standards Board (FASB) Interpretation 48, Accounting for Uncertainty in Income Taxes ("FIN 48"), on January 1, 2007. The implementation of FIN 48 did not require the recognition of a material adjustment to the reserve for uncertain tax positions. As of the beginning of fiscal year 2007, the Company had approximately $179 of total gross unrecognized tax benefits, $146 of which would favorably affect the effective income tax rate if recognized in future periods.

The Company includes interest and/or penalties related to uncertain tax positions in income tax expense. The accrual for interest and/or penalties as of January 1, 2007 was approximately $32.  No material changes since adoption have been noted within total gross unrecognized tax benefits or interest and/or penalties through September 30, 2007.

The Company and its subsidiaries are subject to domestic federal and state income taxes as well foreign income taxes. Tax years 2003 through 2006 remain open to examination by the major taxing jurisdictions to which the Company reports.  The Company does not anticipate that the total amount of unrecognized tax benefit will materially change within the next 12 months.

Interest Expense (Income), net



Interest expense (income) includes interest paid related to borrowings on the Companys credit facility, as well as offsetting interest income earned on various investments.  Interest expense (income) net totaled $761 and $(232) for the nine months ended September 30, 2007 and 2006, respectively.



Other Income, net



Other income includes other miscellaneous income and expense, all of which are not directly related to the Companys primary business.



Supplemental Cash Flow Information



Cash flows from operating activities include $3,385 and $4,897 for the payment of federal and state income taxes and $1,064 and $57 for the payment of interest or loan charges for the nine months ended September 30, 2007 and 2006, respectively.





6





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Foreign Currency Translation



The translation of financial statements into U.S dollars has been performed in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation.  The local currency for all entities included in the condensed consolidated financial statements has been designated as the functional currency.  Non-U.S. dollar denominated assets and liabilities have been translated into U.S. dollars at the rate of exchange prevailing at the balance sheet date.  Revenues and expenses have been translated at the weighted average of exchange rates in effect during the year.  Translation adjustments are recorded as a separate component of shareholders equity.  Net currency transaction losses (gains) included in other expense, net were $100 and $6 for the nine months ended September 30, 2007 and 2006, respectively.



|3. | ACQUISITIONS
|-- | ------------



On July 31, 2006, the Company entered into an agreement, through its wholly-owned subsidiaries Young Microbrush, LLC and Young Microbrush Ireland Ltd., with Microbrush Inc., a Wisconsin corporation, and Microbrush International Ltd., a Republic of Ireland private limited company, (collectively, Microbrush).  Under the agreement, the Company acquired substantially all of Microbrushs assets related to the manufacture, development and distribution of dental products. The acquisition of U.S. purchased assets was completed on July 31, 2006.  The acquisition of Irish purchased assets was completed on August 18, 2006.  The Company paid approximately $32,777 in cash, including direct transaction costs, in connection with the acquisition.  An additional $3,000 in purchase price may be paid by the Company (Earnout Payments) if certain performance targets are achieved over the next nine
months.  Of the purchase price, $3,000 was paid into an escrow account pending settlement of any indemnification claims the Company may have pursuant to the transaction documents.  Amounts paid or received by the Company in future periods, if any, in connection with escrow account settlements and Earnout Payments discussed above will be accounted for as an adjustment to purchase price when the related contingencies are resolved.  The acquisition further establishes the Company as a leader in the category of consumable dental products, enabling the Company to expand its product offerings in this area.



The acquisition was financed through a combination of cash generated from operations as well as debt, and was accounted for as a purchase transaction.  Debt incurred to finance the acquisition totaled $20,060.  In September 2007, the Company completed its allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.  The finalization of the Microbrush purchase price allocation resulted in a $926 net decrease to goodwill from amounts recorded at June 30, 2007, of which $578 decrease related to revised estimates for intangible assets, $7 increase related to adjustments to the fair value estimates of assets and $355 decrease related to restructuring accruals.



The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:



|Purchase Price | $ | 32,777
|-------------- | - | ------

Less:

|Current assets                      | 3,295
|----------------------------------- | -----
|Property, plant and equipment       | 2,775
|Identifiable intangible assets, net | 4,903

Plus:

|         | Current liabilities | (1,284)
|-------- | ------------------- | -------
|Goodwill | $                   | 23,088 
|         |                     |        













7





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The allocation of the purchase price to identifiable intangible assets, along with their respective useful lives, is as follows:





Amortizable intangible assets:

|Patents (10-12 years)            | $     | 913 | 
|-------------------------------- | ----- | --- | 
|Non-compete agreement (5 years)  | 121   |    
|Customer relationships (8 years) | 563   |    
|                                 | 1,597
|                                 |       |     | 

Indefinite-lived intangible asset (not subject to amortization):

|Trademark/Trade Name | 3,306
|-------------------- | -----



|$ | 4,903
|- | -----



The results of operations for the U.S. and the Irish components of Microbrush are included in the condensed consolidated financial statements since July 31, 2006 and August 18, 2006, respectively.



The following unaudited pro forma condensed combined income statement information has been prepared as if Microbrush had been acquired on January 1, 2006.  The unaudited pro forma condensed combined financial information has been derived from the Companys historical consolidated financial statements and those of Microbrush.





|                                            | Three months ended
September 30, 2006
(unaudited) | Nine months ended
September 30, 2006
(unaudited)
|------------------------------------------- | ------------------------------------------------- | ------------------------------------------------
|                                            |                                                   |                                                 
|Net sales                                   | $ 24,833                                          | $ 73,341                                        
|                                            |                                                   |                                                 
|Operating income                            | $  6,306                                          | $ 19,321                                        
|                                            |                                                   |                                                 
|Net income                                  | $  3,980                                          | $  11,879                                       
|                                            |                                                   |                                                 
|Basic earnings per share                    | $    0.44                                         | $    1.33                                       
|Diluted earnings per share                  | $    0.43                                         | $    1.29                                       
|Basic weighted average shares outstanding   | 8,963                                             | 8,941                                           
|Diluted weighted average shares outstanding | 9,183                                             | 9,178                                           
|                                            |                                                   |                                                 
|                                            |                                                   |                                                 



|4. | SHARE-BASED COMPENSATION:
|-- | -------------------------



The Company adopted the 1997 Stock Option Plan (the 1997 Plan) effective in November 1997 and amended the Plan in 1999 and 2001.  A total of 1,725 shares of Common Stock were reserved for issuance under this plan which is administered by the compensation committee of the Board of Directors (Compensation Committee).  The Company adopted the 2006 Long-Term Incentive Plan (the 2006 Plan) effective in May 2006.  The 2006 Plan is intended to be a successor to the 1997 Plan.  A total of 700 shares were authorized for grant under the 2006 Plan.  Awards under the 2006 Plan may be stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity awards.





8





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Any employee of the Company or its affiliates, any consultant whom the Compensation Committee determines is significantly responsible for the Companys success and future growth and profitability, and any member of the Board of Directors, may be eligible to receive awards under the 2006 Plan.  The purpose of the 2006 Plan is to: (a) attract and retain highly competent persons as employees, directors, and consultants of the Company; (b) provide additional incentives to such employees, directors, and consultants by aligning their interests with those of the Companys shareholders; and (c) promote the success of the business of the Company.  The Compensation Committee of the Board of Directors establishes vesting schedules for each option issued under the Plan.  Under the 1997 Plan, outstanding options generally vested over a period of up to four years while non-vested equity shares vested over five
years.  Under the 2006 Plan, outstanding options generally vest over a period of up to three years while non-vested equity shares generally vest over two, three and five year periods.  All outstanding options expire 10 years from the date of grant under the 1997 Plan and five years from the date of grant under the 2006 Plan.



Accounting for Share-Based Compensation



In May 2006, the Company granted 7.5 shares of non-vested equity shares.  No monetary consideration was paid by the employees who received the non-vested equity shares.  These shares vest 20% each year for five years starting in May 2007.  In February 2007, the Company granted 125.2 shares of non-vested equity shares.  No monetary consideration was paid by the employees who received the non-vested equity shares.  Of the 125.2 shares, 80 vest 20% each year for five years, 43.8 vest 33% each year for three years, and 1.4 vest 50% each year for two years, all starting in February 2008.  In May 2007, the Company granted 3.2 shares of non-vested equity shares to its non-employee directors and a non-employee advisor.  No monetary consideration was given by the non-employee directors and non-employee advisor who received the non-vested equity shares.  The 3.2 shares vest 100% in May 2008.  Under the 2006 Plan,
non-vested equity share units and restricted stock may be awarded or sold to participants under terms and conditions established by the Compensation Committee.  For non-vested equity shares, compensation expense is based upon the grant date market price and is recorded over the vesting period.

On February 16, 2007, the Company granted 93.3 stock options.  All options vest 33% each year for three years starting in February 2008.  The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2007 was $7.10.  The options expire five years from the grant date.  The total weighted average grant date fair value of stock options granted for the nine month period ended September 30, 2007 was $662.



The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:



|                           | 2007 
|-------------------------- | -----
|Dividend yield(1)          | 0.55%
|Expected volatility(2)     | 25%  
|Risk-free interest rate(3) | 4.72%
|Expected life(4)           | 3.5  



|(1) | Represents cash dividends paid as a percentage of the share price on the date of grant.             | 
|--- | --------------------------------------------------------------------------------------------------- | 
|(2) | Based on historical volatility of the Companys common stock over the expected life of the options.

|(3) | Represents the U.S. Treasury STRIP rates over maturity periods matching the expected term of the options at the time of grant.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(4) | The period of time that options granted are expected to be outstanding based upon historical evidence.
|--- | ------------------------------------------------------------------------------------------------------









9





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Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 30, 2007:

|                                  |  |              |  |                                 |  |                                             |  |                                
|--------------------------------- |  | ------------ |  | ------------------------------- |  | ------------------------------------------- |  | -------------------------------
|Options                           |  | Shares
(000) |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term |  | AggregateIntrinsic Value
($000)
|                                  |  |              |  |                                 |  |                                             |  |                                
|Outstanding at December 31, 2006  |  | 815          |  | $23.89                          |  | 6.06 yrs                                    |  | 8,330                          
|Granted                           |  | 93           |  | $29.15                          |  |                                             |  |                                
|Exercised                         |  | (16)         |  | $10.54                          |  |                                             |  |                                
|Forfeited or expired              |  | (15)         |  | $32.74                          |  |                                             |  |                                
|                                  |  |              |  |                                 |  |                                             |  |                                
|Outstanding at September 30, 2007 |  | 877          |  | $24.55                          |  | 5.26 yrs                                    |  | $6,077                         
|                                  |  |              |  |                                 |  |                                             |  |                                
|Exercisable at September 30, 2007 |  | 784          |  | $24.00                          |  | 5.37 yrs                                    |  | $6,077                         
|                                  |  |              |  |                                 |  |                                             |  |                                



The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of the third quarter of 2007 and the exercise price, multiplied by the number of in-the-money options).



The total aggregate intrinsic value of options exercised during the three months ended September 30, 2007 and 2006 was $129 and $396, respectively, and $263 and $2,463 for the nine months ended September 30, 2007 and 2006, respectively.  Payments received upon the exercise of stock options for the three months ended September 30, 2007 and 2006 totaled $109 and $237, respectively, and $170 and $1,083 for the nine months ended September 30, 2007 and 2006, respectively.  The related tax benefit realized related to these exercises was $47 and $52 for the three months ended September 30, 2007 and 2006, respectively, and $47 and $768 for the nine months ended September 30, 2007 and 2006, respectively.  The Company issues shares from treasury upon share option exercises.



During the nine months ended September 30, 2007, the Company recorded pre-tax compensation expense of $120 related to the Companys stock option shares.  As of September 30, 2007, there was approximately $390 of unrecognized compensation expense related to stock options, which will be recognized over the weighted-average remaining requisite service period of 2.4 years.

Non-Vested Equity Shares Activity

Until the restricted shares vest they are restricted from sale, transfer or assignment in accordance with the terms of the agreements under which they were issued. The Company calculates compensation cost for restricted stock grants by using the fair market value of its common stock at the date of grant and the number of shares issued. This compensation cost is amortized over the applicable vesting period. The following table details the status and changes in non-vested equity shares for the nine months ended September 30, 2007:

|                                             | Shares (000) |  | Weighted-Average Grant Date Fair Value
|-------------------------------------------- | ------------ |  | --------------------------------------
|                                             |              |  |                                       
|Non-vested equity shares, December 31, 2006  | 8            |  | $33.77                                
|Granted                                      | 128          |  | $29.11                                
|Vested                                       | (2)          |  | $33.77                                
|Forfeited                                    | --           |  | --                                    
|                                             |              |  |                                       
|Non-vested equity shares, September 30, 2007 | 134          |  | $29.32                                
|                                             |              |  |                                       





10





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During the nine months ended Sept 30, 2007, the Company recorded pretax compensation expense of $638 related to the Companys restricted stock.  As of September 30, 2007, there was approximately $3,309 of unrecognized compensation cost related to non-vested equity shares, which will be amortized over the weighted-average remaining requisite service period of 3.6 years.  The Company issues share grants from treasury.





|5. | INVESTMENTS:
|-- | ------------



On February 21, 2006, the Company invested in a private equity investment fund.  At September 30, 2007, the Company had an unfunded capital commitment of up to $2,100.  The investment is accounted for under the equity method of accounting and included in other assets on the Condensed Consolidated Balance Sheet.  Equity income (loss) is recorded using a three-month lag.  The Companys loss attributed to this private equity investment was included in other income, net and totaled $12 and $22 for the three months ended September 30, 2007 and 2006, respectively.





|6. | NOTES RECEIVABLE:
|-- | -----------------



The Company offers a financing option to its customers purchasing X-ray machines through notes payable to the Company.  The equipment purchased is used to secure the notes.  Total revenue from sales of equipment financed by the Company was $754 and $1,162 during the three months ended September 30, 2007 and 2006, respectively.  These transactions are recorded as a sale upon the transfer of title to the purchaser, which generally occurs at the time of shipment, at an amount equal to the sales price of non-financed sales.  Interest on these notes is accrued as earned and recorded as interest income.



Notes receivable consist of the following:

|                             | September 30, |  | December 31,
|---------------------------- | ------------- |  | ------------
|                             | 2007          |  | 2006        
|                             |               |  |             
|                             |               | 
|Notes receivable, short-term | $  1,631      |  | $  2,276    
|Notes receivable, long-term  | 3,663         |  | 3,443       
|                             |               |  |             
|                             |               |  |             
|Total notes receivable       | $ 5,294       |  | $ 5,719     
|                             |               |  |             



Notes receivable are included in other current assets and other assets in the accompanying condensed consolidated balance sheets.





|7. | INVENTORIES:
|-- | ------------



Inventories consist of the following:

|                           | September 30, |  | December 31,
|-------------------------- | ------------- |  | ------------
|                           | 2007          |  | 2006        
|                           |               |  |             
|                           |               | 
|Finished products.         | $  6,808      |  | $   6,654   
|Work in process, long-term | 3,218         |  | 2,732       
|Raw materials and supplies | 4,284         |  | 4,725       
|Total inventories          | $ 14,310      |  | $ 14,111    







11





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|8. | PROPERTY, PLANT AND EQUIPMENT:
|-- | ------------------------------



Property, plant and equipment consist of the following:

|                                         | September 30, |  | December 31,
|---------------------------------------- | ------------- |  | ------------
|                                         | 2007          |  | 2006        
|                                         |               |  |             
|                                         |               | 
|Land                                     | $  3,487      |  | $  3,147    
|Buildings and improvements               | 17,889        |  | 13,210      
|Machinery and equipment                  | 25,150        |  | 22,266      
|Equipment rented to others               | 7,749         |  | 7,621       
|Construction in progress                 | 1,150         |  | 3,262       
|                                         | $55,425       |  | $49,506     
|                                         |               |  |             
|Less:  Accumulated depreciation          | (22,229)      |  | (20,328)    
|Total property, plant and equipment, net | $ 33,196      |  | $29,178     





|9. | GOODWILL AND INTANGIBLE ASSETS:
|-- | -------------------------------



Goodwill activity is as follows:



|Balance at December 31, 2006         | $  78,233 | 
|------------------------------------ | --------- | 
|Changes to purchase price allocation | (722)     | 
|Goodwill, net                        | $  77,511 | 
|                                     |           | 



On July 31, 2006, the Company acquired Microbrush (see footnote 3).  The acquisition resulted in preliminary goodwill of approximately $23,737 and $4,325 of intangible assets.  The final Microbrush allocation of the purchase price resulted in a reduction to the goodwill balance by $739 in 2007 due to an increase in the value of intangible assets and adjustments to restructuring accruals.



During the first quarter of 2006, YI Ventures LLC acquired substantially all of the assets and assumed a portion of the liabilities of D&N Microproducts, Inc., a contract manufacturer of the Companys diagnostic product line.  The Company paid approximately $2,800 in cash, including transaction costs.  The final D&N allocation of the purchase price resulted in an increase to the goodwill balance by $17 in the first quarter of 2007 which was primarily related to adjustments to the fair value estimates of the assets and liabilities.



Other intangible assets consist of the following:

|                                  |             | As of September 30, 2007
|--------------------------------- | ----------- | ------------------------
|                                  |             | Gross Carrying Amount   
|Amortized intangible assets       |             |                         
|License agreements                | $     1,200 | $          230          
|Core technology                   | 591         | 115                     
|Patents                           | 2,256       | 626                     
|Product formulas                  | 430         | 68                      
|Customer & supplier relationships | 1,212       | 419                     
|Non-compete agreements            | 508         | 330                     
|Total                             | $     6,197 | $       1,788           
|                                  |             |                         
|Unamortized intangible assets     |             |                         
|Trademarks                        | $     6,857 |                         
|Total intangible assets           | $   13,054  | $       1,788           
|                                  |             |                         





12





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|                                              |              | As of December 31, 2006
|--------------------------------------------- | ------------ | -----------------------
|                                              |              | Gross Carrying Amount  
|Amortized intangible assets                   |              |                        
|License agreements                            | $      1,200 | $          185         
|Core technology                               | 591          | 92                     
|Patents                                       | 2,197        | 476                    
|Product formulas                              | 430          | 60                     
|Customer & supplier relationships             | 1,233        | 317                    
|Non-compete agreements                        | 498          | 296                    
|Total                                         | $     6,149  | $       1,426          
|                                              |              |                        
|Intangible assets not subject to amortization |              |                        
|Trademarks                                    | $     6,417  |                        
|Total intangible assets                       | $   12,566   | $       1,426          
|                                              |              |                        



The costs of other intangible assets with finite lives are amortized over their expected useful lives using the straight-line method.  The amortization lives are as follows: 10 to 20 years for patents, license agreements and core technology; 40 years for product formulations; and 5 to 8 years for supplier and customer relationships.  Non-compete agreements are amortized over the length of the signed agreement.  The weighted average life for amortizable intangible assets is 16 years.  Aggregate amortization expense for the nine months ended September 30, 2007 and 2006 was $398 and $104, respectively.  Estimated amortization expense for each of the next five years is as follows:



|For the year ending 12/31/07 | $  532
|---------------------------- | ------
|For the year ending 12/31/08 | 532   
|For the year ending 12/31/09 | 532   
|For the year ending 12/31/10 | 491   
|For the year ending 12/31/11 | 410   
|                             |       





|10. | CREDIT ARRANGEMENTS AND NOTES PAYABLE:
|--- | --------------------------------------



The Company has a credit arrangement that provides for an unsecured revolving credit facility with an aggregate commitment of $75,000 which expires in April 2010.  The Company has $34,000 unused and available under the line of credit at September 30, 2007.  Borrowings under the arrangement bear interest at rates ranging from LIBOR +.75% to LIBOR +1.50% or Prime, depending on the Companys level of indebtedness.  Commitment fees for this arrangement range from .125% to .15% of the unused balance.  The agreement is unsecured and contains various financial and other covenants.  As of September 30, 2007 and December 31, 2006, the Company was in compliance with these covenants.



|Long-term debt was as follows:                                                       | September 30, |  | December 31,
|------------------------------------------------------------------------------------ | ------------- |  | ------------
|                                                                                     | 2007          |  | 2006        
|Revolving credit facility due 2010 with a weighted-average interest of rate of 6.47% | $     41,000  |  | $     21,810
|Less - current portion                                                               | --            |  | --          
|                                                                                     | $     41,000  |  | $     21,810







13





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|11. | EARNINGS PER SHARE:
|--- | -------------------



Basic earnings per share (Basic EPS) is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.  Diluted earnings per share (Diluted EPS) includes the dilutive effect of stock options and restricted stock, if any, using the treasury stock method.  The following table sets forth the computation of basic and diluted earnings per share:





|                                                                   | Three Months Ended
September 30, | Nine Months Ended
September 30,
|------------------------------------------------------------------ | -------------------------------- | -------------------------------
|                                                                   | 2007                             | 2006                           
|                                                                   | (unaudited)                      | (unaudited)                    
|                                                                   |                                  |                                
|Net income                                                         | $3,075                           | $3,948                         
|Weighted average shares outstanding for basic earnings per share   |                                  |                                
|8,600                                                              | 8,963                            | 8,928                          
|Dilutive effect of stock options and restricted stock              | 173                              | 220                            
|Weighted average shares outstanding for diluted earnings per share | 8,773                            | 9,183                          
|Basic earnings per share                                           | $0.36                            | $0.44                          
|Diluted earnings per share                                         | $0.35                            | $0.43                          



|12. | COMMITMENTS AND CONTINGENCIES:
|--- | ------------------------------



The Company and its subsidiaries from time to time are parties to various legal proceedings arising in the normal course of business.  Management believes that none of these proceedings, if determined adversely, would have a material adverse effect on the Companys financial position, results of operations or liquidity.



The Company generally warrants its products against defects and its most generous policy provides a two-year parts and labor warranty on X-ray machines.  The accrual for warranty costs was $288 and $293 at September

30, 2007 and December 31, 2006, respectively.



|13. | RELATED-PARTY TRANSACTIONS:
|--- | ---------------------------



In August 2007, the Company purchased 1,000 shares of its common stock from trusts controlled by George E. Richmond, its Chairman and principal stockholder, for an aggregate purchase price of $26,000.



During the three month period ended September 30, 2007, the Company paid consulting fees of $13 to a corporation which is wholly owned by George E. Richmond, the Companys Chairman.   The Company also paid fees of $15 to a corporation which is wholly owned by George E. Richmond, for corporate use of an aircraft owned by that corporation.



|14. | SUBSEQUENT EVENTS:
|--- | ------------------



On October 22, 2007, the Board of Directors declared a quarterly dividend of $0.04 per share, payable on December 14, 2007 to shareholders of record on November 15, 2007.











14





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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



In December 2001, the SEC requested that all registrants include in their MD&A their most critical accounting policies, the judgments and uncertainties affecting the application of those policies, and the likelihood that materially different amounts would be reported under different conditions using different assumptions.  The SEC indicated that a critical accounting policy is one which is both important to the portrayal of the companys financial condition and results and requires managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  The Company believes that the following accounting policies fit this definition:



Allowance for doubtful accounts  Accounts receivable balances are subject to credit risk.  Management has reserved for expected credit losses, sales returns and allowances, and discounts based upon past experience as well as knowledge of current customer information.  The Company believes that the reserves are adequate.  It is possible, however, that the accuracy of the Companys estimation process could be impacted by unforeseen circumstances.  Management continuously reviews the reserve balance and refines the estimates to reflect any changes in circumstances.



Inventory  The Company values inventory at the lower of cost or market on a first-in, first-out basis.  Inventory values are based upon standard costs which approximate historical costs.  Management regularly reviews inventory quantities on hand and records a write-down for excess or obsolete inventory based primarily on estimated product demand and other knowledge related to the inventory.  If demand for the Companys products is significantly different than managements expectations, the valuation of inventory could be materially impacted.  Inventory write-downs are included in cost of goods sold.



Goodwill and other intangible assets  The Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142 effective January 1, 2002.  Goodwill and other long-lived assets with indefinite useful lives are reviewed by management for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable.  If indicators of impairment are present, the determination of the amount of impairment would be based on managements judgment as to the future operating cash flows to be generated from the assets.  SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



Contingencies - The Company and its subsidiaries from time to time are subject to various contingencies, including legal proceedings arising in the normal course of business. Management, with the assistance of external legal counsel, performs an analysis of current litigation and will record liabilities if a loss is probable and can be reasonably estimated.



Assets and Liabilities Acquired in Business Combinations  The Company periodically acquires businesses.  All business acquisitions are accounted for under the provisions of SFAS No. 141, Business Combinations, which requires the use of the purchase method.  The purchase method requires the Company to allocate the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.  The allocation of acquisition cost to assets acquired includes the consideration of identifiable intangible assets.  The excess of the cost of an acquired business over the fair value of the assets acquired and liabilities assumed is recognized as goodwill.  The Companys measurement of fair values and certain pre-acquisition contingencies may impact the Companys cost allocation to assets acquired and liabilities assumed for a period
of up to one year following the date of an acquisition.  The Company utilizes a variety of information sources to determine the value of acquired assets and liabilities.  For larger acquisitions, third-party appraisers are utilized to assist the Company in determining the fair value and useful lives of identifiable intangibles, including the determination of intangible assets that have an indefinite life.  The valuation of the acquired assets and liabilities and the useful lives assigned by the Company will impact the determination of future operating performance of the Company.



Stock Options - As of January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment, which requires recognition of expense related to the fair value of stock-based compensation awards. The Company has elected the modified prospective transition method as permitted by SFAS No. 123(R); accordingly, results from prior periods have not been restated.  Under this transition method, compensation cost must be recognized in the



15





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financial statements for all awards granted after the date of adoption as well as for existing stock awards for which the requisite service has not been rendered as of the date of adoption.   Under the provisions of SFAS 123(R), share-based compensation cost is estimated at the grant date based on the awards fair-value as calculated by an option pricing model and is recognized as expense ratably over the requisite period. The option pricing models require judgmental assumptions including volatility, forfeiture rates, and expected option life. If any of the assumptions used in the model change significantly, share-based compensation expense may differ in the future from that recorded in the current period.



RESULTS OF OPERATIONS (In thousands, except per share data)



Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006



Net Sales

Net sales increased $841 to $24,652 in the third quarter of 2007 from $23,811 in the third quarter of 2006.  Microbrush contributed $3,581 in net sales in the third quarter of 2007, an increase of $1,585 over $1,996 in the prior year period due to the third quarter 2006 acquisition date.  The incremental sales from Microbrush and our diagnostic product lines were offset by lower sales of certain products to distributors.  While end-user demand for these products appears stable, volatile distributor purchase patterns continue to impact quarterly sales.



Gross Profit

Gross profit was relatively flat at $12,752 in the third quarter of 2007 compared to $12,766 in the third quarter of 2006.  The incremental gross profit attributable to the Microbrush acquisition was offset by the impact of reduced sales and production levels during the quarter at our Earth City facility.  As productivity in our Earth City facility has increased faster than market demand, we reduced production to bring inventory levels more in line with demand.  Gross margin decreased to 51.7% of net sales in the third quarter of 2007 from 53.6% in the third quarter of 2006 as a result of lower sales of certain products to distributors and reduced production levels.  Gross margin continues to have volatility related to distributor purchase patterns, product mix and consolidation activity.



Selling, General, and Administrative Expenses

SG&A expenses increased $1,023 or 15.6% to $7,601 in the third quarter of 2007 from $6,578 in the third quarter of 2006.  SG&A costs increased approximately $244 as a result of the acquisition of Microbrush and $228 due to increased share-based compensation.  Share-based compensation cost totaled $325 in the third quarter of 2007 compared to $97 in the third quarter of 2006.  The remaining SG&A increase was primarily due to increased investments in sales and marketing personnel and advertising to support the growth of the business.  As a percent of net sales, SG&A expenses increased 3.2 percentage points to 30.8% in the third quarter of 2007 compared to 27.6% in the third quarter of 2006 as a result of the factors explained above.



Income from Operations

Income from operations decreased $1,037 or 16.8% to $5,151 in the third quarter of 2007 compared to $6,188 in the third quarter of 2006.  The change was a result of the items explained above.



Interest Expense (Income), net

Interest expense (income), net increased $287 to $358 in the third quarter of 2007 from $71 in the third quarter of 2006.  The increase was primarily attributable to additional interest expense resulting from higher borrowings under the Company's credit facility.



Other Expense (Income), net

Other expense (income), net increased $33 to $33 in the third quarter of 2007 from $0 in the third quarter of 2006.  This increase was due to increased foreign exchange rate losses offset by lower levels of miscellaneous income.



Provision for Income Taxes

Provision for income taxes decreased $484 for the third quarter of 2007 to $1,685 from $2,169 in the third quarter of 2006 as a result of lower pre-tax income.  The effective tax rate in the third quarter of 2007 was 35.4% compared to 35.5% in the third quarter of 2006.





16





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Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006



Net Sales

Net sales increased $6,401 to $72,361 in the first nine months of 2007 from $65,960 in the first nine months of 2006.  The acquisition of Microbrush contributed $11,025 in net sales in the first nine months of 2007 as compared to $1,996 in the same period of 2006.  The incremental sales from Microbrush were offset by lower sales of certain products to distributors.  While end-user demand for these products appears stable, volatile distributor purchase patterns continue to impact quarterly sales.



Gross Profit

Gross profit increased $2,856 or 8.0% to $38,686 in the first nine months of 2007 compared to $35,830 in the first nine months of 2006.  The incremental gross profit attributable to the Microbrush acquisition was offset by the impact of reduced production levels during the third quarter of 2007 at our Earth City facility.  Gross margin decreased to 53.5% of net sales in the first nine months of 2007 compared to 54.3% in the first nine months of 2006 due to unfavorable changes in product mix offset by headcount reductions.



Selling, General, and Administrative Expenses

SG&A expenses increased $4,481 or 24.2% to $23,005 in the first nine months of 2007 from $18,524 in the first nine months of 2006.  SG&A costs increased approximately $1,747 as a result of the acquisition of Microbrush and $485 due to increased share-based compensation.  Share-based compensation cost totaled $758 in the first nine months of 2007 compared to $272 in the first nine months 2006.  The remaining SG&A increase was primarily due to increased investments in new product development, personnel and facilities to support the growth of the business.  As a percent of net sales, SG&A expenses increased 3.7 percentage points to 31.8% in the first nine months of 2007 compared to 28.1% in the first nine months of 2006 as a result of the factors explained above.



Income from Operations

Income from operations decreased $1,625 or 9.4% to $15,681 in the first nine months of 2007 compared to $17,306 in the first nine months of 2006.  The change was a result of the items explained above.



Interest Expense (Income), net

Interest expense (income), net decreased $993 to $761 in the first nine months of 2007 from $(232) in the first nine months of 2006.  The decrease was primarily attributable to additional interest expense resulting from borrowings under the Company's credit facility.



Other Expense (Income), net

Other expense (income), net decreased $131 to $51 in the first nine months of 2007 from $(80) in the first nine months of 2006.  This decrease was due to increased foreign exchange rate losses offset by lower levels of miscellaneous income.



Provision for Income Taxes

Provision for income taxes decreased $1,035 for the first nine months of 2007 to $5,501 from $6,536 in the first nine months of 2006 as a result of lower pre-tax income as well as a decrease in the effective tax rate.  The effective tax rate in the first nine months of 2007 was 37.0% compared to 37.1% in the first nine months of 2006.



Liquidity and Capital Resources



Historically, the Company has financed its operations primarily through cash flow from operating activities and, to a lesser extent, through borrowings under its credit facility.  Net cash flow from operating activities was $16,669 and $10,900 for the first nine months of 2007 and 2006, respectively.  Net capital expenditures for property, plant and equipment were $6,579 and $5,138 for the first nine months of 2007 and 2006, respectively.  Significant capital expenditures included buildings, facility improvements, panoramic X-ray machines and new equipment purchases.  Future capital expenditures are expected to include facility development and improvements, production machinery and information systems.During the third quarter of 2007, the Company purchased 1,000 shares of its common



17





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stock from trusts controlled by George E. Richmond, its Chairman and principal stockholder, for an aggregate purchase price of $26,000.



In January 2006, YI Ventures LLC (a wholly owned subsidiary) acquired D&N Microproducts, Inc., a contract manufacturer of the Companys diagnostic product line.  The Company paid approximately $2,800 in cash.  On July 31, 2006, the Company acquired substantially all of the assets of Microbrush, Inc. and Microbrush International Ltd. for approximately $32,000 in cash. The purchase price was principally financed with borrowings on the Company's credit facility and cash generated from operations.



The Company maintains a credit agreement with a borrowing capacity of $75,000, which expires in April 2010.  Borrowings under the agreement bear interest at rates ranging from LIBOR + .75% to LIBOR + 1.50%, or Prime, depending on the Companys level of indebtedness.  Commitment fees for this agreement range from .125% to .15% of the unused balance. The agreement is unsecured and contains various financial and other covenants.  As of September 30, 2007 and December 31, 2006, the Company was in compliance with all of these covenants.  At September 30, 2007, the Company had $41,000 in outstanding borrowings under this agreement and $34,000 available for borrowing. Management believes through its operating cash flows as well as borrowing capabilities, the Company has adequate liquidity and capital resources to meet its needs on a short and long-term basis.



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.
|------- | -----------------------------------------------------------



Market risks relating to the Companys operations result primarily from changes in interest rates and changes in foreign exchange rates.  From time to time, the Company finances acquisitions, capital expenditures and its working capital needs with borrowings under a revolving credit facility.  Due to the variable interest rate feature on the debt, the Company is exposed to interest rate risk.  A theoretical 100 basis point increase in interest rates would have resulted in approximately $164 and $39 of additional interest expense in the nine month periods ended September 30, 2007 and 2006, respectively.  Alternatively, a 100 basis point decrease in interest rates would have reduced interest expense by approximately $164 and $39 in the nine month periods ended September 30, 2007 and 2006, respectively.



Sales of the Companys products in a given foreign country can be affected by fluctuations in the exchange rate.  For the nine months ended September 30, 2007, the Company sold less than 20% of its products outside of the United States.  Of these foreign sales, 37% were denominated in Euros and 5% in Canadian dollars.  The Company does not feel that foreign currency movements have a material impact on its financial statements.



The Company does not use derivatives to manage its interest rate or foreign exchange rate risks.



|Item 4. | Controls and Procedures.
|------- | ------------------------



Our Chief Executive Officer, President, and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer, President and Chief



18





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Financial Officer, to allow timely decisions regarding required disclosure and that the information is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms.  There have been no changes in our internal controls over financial reporting that occurred during the quarterly period ended September 30, 2007 that have materially affected, or that are reasonably likely to materially affect our internal control over financial reporting.























































19





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PART II

OTHER INFORMATION





|Item 1. | Legal Proceedings
|------- | -----------------



|None.
|-----



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------





ISSUER PURCHASES OF EQUITY SECURITIES (in 000s) (1)



|Period                   | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Number of Shares that May Yet Be Purchased Under the Program
|------------------------ | -------------------------------- | ---------------------------- | ---------------------------------------------------------------------- | --------------------------------------------------------------------
|July 2007                | 0                                | $        -                   | 0                                                                      | 275                                                                 
|August 2007              | 1,000                            | $26.00                       | 0                                                                      | 275                                                                 
|September 2007           | 0                                | $        -                   | 0                                                                      | 275                                                                 
|Total Third Quarter 2007 | 0                                | $        -                   | 0                                                                      |                                                                     



|(1) | The share repurchase program authorizing the purchase of up to 500 shares was announced May 9, 2007. The authorization will expire July 31, 2008 and replaces the previous share repurchase program which was scheduled to expire on July 31, 2007.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | On August 15, 2007, the Company repurchased 1,000 shares of its common stock for $26.00 per share, or an aggregate purchase price of $26,000 from trusts controlled by George E. Richmond, the Companys Chairman and principal stockholder.       





|Item 6. | Exhibits.
|------- | ---------



|Exhibits.
|---------



|4.1 | Amendment No. 1, dated October 1, 2007, to the Amended and Restated Credit Facilities Agreement among Bank of America, N.A., the other lenders listed therein and the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.1 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------------



|31.2 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------------



|31.3 | Certification pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------------------------------------------------------------



|32.1 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.
|---- | -----------------------------------------------------------------------------------------------------------------------





20





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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|YOUNG INNOVATIONS, INC.
|-----------------------



|November 8, 2007       | /s/                                                          | Alfred E. Brennan, Jr. | 
|---------------------- | ------------------------------------------------------------ | ---------------------- | 
|---------------------- | ------------------------------------------------------------
|Date                   | Alfred E. Brennan, Jr.                                       |                       
|                       | Chief Executive Officer                                      |                       
|                       |                                                              |                        | 



|/s/                                                          | Arthur L. Herbst, Jr. | 
|------------------------------------------------------------ | --------------------- | 
|------------------------------------------------------------
|Arthur L. Herbst, Jr.                                        |                      
|President                                                    |                      
|                                                             |                       | 





|/s/                                                          | Christine R. Boehning | 
|------------------------------------------------------------ | --------------------- | 
|------------------------------------------------------------
|Christine R. Boehning                                        |                      
|Vice President and Chief Financial Officer                   |                      
|                                                             |                       | 

















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