10-K 1 span20130930_10k.htm FORM 10-K span20130930_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

[X]

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended September 28, 2013 or

   
[  ]

Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _______ to _______.

 

Commission file number 0-11392

 

SPAN-AMERICA MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

South Carolina

57-0525804

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

70 Commerce Center, Greenville, South Carolina 29615
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code (864) 288-8877

 

Securities registered pursuant to section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

None

 

None

 

Securities registered pursuant to section 12(g) of the Act:

 

Common stock, no par value

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      . No   X .

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes      . No   X .

 

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 ___.

 

 
 

 

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   X . No ___.

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer____

Accelerated Filer____

   

Non-Accelerated Filer    X   

Smaller Reporting Company ____

(Do not check if a smaller reporting company)

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes      . No   X .

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $51,365,096.

 

The number of shares of the registrant’s common stock, no par value, outstanding as of December 20, 2013 was 2,927,416.

 

Documents Incorporated By Reference

 

Portions of the Company’s Definitive Proxy Statement for the annual shareholders’ meeting to be held February 20, 2014 are incorporated by reference into Part III.

 

 
 

 

 

PART I

 

Item 1. Business

 

Forward-Looking Statements

 

This annual report on Form 10-K includes forward-looking statements that describe anticipated results for Span-America Medical Systems, Inc. (the “Company,” “Span-America” or “we”). These statements are estimates or forecasts about Span-America and its markets based on our beliefs, assumptions and expectations. These forward-looking statements therefore involve numerous risks and uncertainties. We wish to caution the reader that these forward-looking statements, such as, but not limited to, our expectations for future sales or future expenses, are only predictions. These forward-looking statements may be generally identified by the use of forward-looking words and phrases, such as “will,” “intends,” “may,” “believes,” “anticipates,” “should” and “expects,” and are based on the Company’s current expectations or beliefs concerning future events that involve risks and uncertainties. Actual events or results may differ materially as a result of risks and uncertainties in our business. Such risks include, but are not limited to, the “Risk Factors” described in Item 1A below, other risks referenced from time to time in our other Securities and Exchange Commission (“SEC”) filings, or other unanticipated risks. We disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Background

 

Span-America Medical Systems, Inc. was incorporated under the laws of the state of South Carolina on September 21, 1970. We manufacture and distribute a variety of therapeutic support surfaces and related products utilizing polyurethane and other foam products for the medical, consumer and industrial markets.

 

We began operations in 1975 as a manufacturer of polyurethane foam patient positioners and later expanded our product lines to include foam mattress overlays for the wound care market primarily in acute care hospitals. Wound care products aid in the treatment or prevention of pressure ulcers. In the late 1970s, we also began producing foam products for industrial applications. In 1985, we introduced the patented Geo-Matt® therapeutic mattress overlay in the health care market, which became one of our leading products. During the same time period, we began selling convoluted foam mattress overlay products to consumer bedding retailers throughout the United States.

 

We entered the replacement mattress segment of the medical market in 1992 by acquiring certain assets of Healthflex, Inc., including its PressureGuard® II therapeutic support surface. We have since significantly expanded the PressureGuard product line and have added the Geo-Mattress® product line to provide a broad line of therapeutic support surfaces that we sell direct and through distributors to acute care hospitals, long-term care facilities, and home health care dealers throughout the United States and Canada.

 

 
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Our primary long-term strategy is to become a leading health care manufacturer and marketer specializing in wound management products used in the prevention and treatment of pressure ulcers. We are actively seeking to develop or acquire new products in this market segment. We also seek to further develop consumer and industrial applications of our medical products.

 

Our products are distributed primarily in the United States and Canada and, to a lesser degree, in several countries outside North America. Total net sales during fiscal year 2013 were $73.8 million. Total net sales outside the United States during fiscal 2013 were approximately $7.6 million or 10.3% of our total net sales. The majority of our sales outside the United States occurred in Canada. See Note 19 – Operations and Industry Segments and Geographic Areas in the Notes to Consolidated Financial Statements included in Item 8 of this report.

 

On December 9, 2011, a newly-formed, wholly-owned subsidiary of the Company, Span Medical Products Canada Inc., a British Columbia corporation (“Span-Canada”), acquired substantially all of the assets of M.C. Healthcare Products Inc. (“Old M.C. Healthcare”), an Ontario corporation with its principal place of business in Beamsville, Ontario. Span-America operates Span-Canada under the registered business name M.C. Healthcare Products (“M.C. Healthcare” or “MCHP”), a division of Span Medical Products Canada Inc. M.C. Healthcare manufactures and markets medical bed frames and related products for the long-term care market and sells them throughout Canada and the United States. We report Span-Canada’s operations as part of our medical segment.

 

We maintain a website at http://www.spanamerica.com. Our reports and other filings made with the SEC are available free of charge on our website, which includes a link to the Company’s filings in the SEC’s Electronic Data Gathering Analysis and Retrieval (EDGAR) filing database. For more information about M.C. Healthcare and its products, see http://www.mchealthcare.com.

 

Industry Segment Data

 

Please see Note 19 – Operations and Industry Segments and Geographic Areas in the Notes to Consolidated Financial Statements included in Item 8 of this report for additional information on industry segment data and revenues from foreign sales. The table below sets forth sales of each of our product lines and segments as a percentage of our total sales for fiscal years 2013, 2012 and 2011.

 

 
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Percentage of Total Sales

 

Medical Segment

 

    2013

   

    2012

   

    2011

 

Mattress overlays

    4%     4%     7%

Therapeutic support surfaces

    34%     30%     41%

Medical bed frames

    13%     12%     0%

Patient positioners (Span-Aids)

    4%     6%     8%

Seating products

    3%     3%     4%

Skin care products

    2%     2%     2%

Fall protection products

    2%     2%     3%

Case goods

    1%     1%     0%

Other medical products

    1%     1%     1%

Medical total

    64%     61%     66%

 

 

 

 

 

   

Percentage of Total Sales

 

Custom Products Segment

 

    2013

   

    2012

   

    2011

 

Consumer bedding

    32%       35%     28%

Industrial products

    4%       4%     6%

Custom Products total

    36%       39%     34%

 

 

Medical

 

Span-America’s principal medical products consist of polyurethane foam mattress overlays, therapeutic support surfaces (which consist of non-powered and powered therapeutic support surfaces), patient positioners, medical beds, tables and related in-room furnishings, as well as seating, Selan® skin care and fall protection products. We sell these products primarily in North America to customers in the major segments of the health care market, including acute care hospitals, long-term care facilities and home health care providers.

 

Mattress Overlays. Span-America produces a variety of foam mattress overlays, including convoluted foam pads and its patented Geo-Matt® overlay. Span-America’s overlay products are mattress pads rather than complete mattresses and are marketed as less expensive alternatives to more complex therapeutic support surfaces. Our mattress overlays disperse body heat, increase air circulation beneath the patient and reduce moisture accumulation to aid in the prevention and treatment of pressure ulcers. Their convoluted or geometrically contoured construction also reduces shear forces and more evenly distributes the patient’s body weight, thereby reducing the localized pressure that can cause pressure ulcers. The Geo-Matt design includes numerous individual foam cells that are cut to exacting tolerances on computer-controlled equipment to create a clinically effective mattress surface. These products are designed to provide patients with greater comfort and to assist in treating patients who have developed or are susceptible to developing pressure ulcers. The mattress overlays are designed for single patient use.

 

 
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Therapeutic Support Surfaces. For classification purposes, we divide our lines of therapeutic support surfaces into two groups, non-powered and powered, and we have various sub-categories within those two groups. We generally use the terms “therapeutic support surfaces” and “mattresses” interchangeably. Our non-powered therapeutic support surfaces fall into two main sub-categories: the Geo-Mattress® all-foam products and the non-powered portion of the PressureGuard® product line. Geo-Mattress® products are single-density or multi-layered foam mattresses topped with the same patented Geo-Matt surface used in our overlays.

 

Non-powered Therapeutic Support Surfaces. In 1997, we introduced the Geo-Mattress Max, Plus, and Pro models of foam therapeutic support surfaces. In early 1999, we extended the product line with the release of the Geo-Mattress with Wings®, which has been a significant contributor to overall Geo-Mattress sales. The Wings support surfaces feature raised perimeter bolsters designed to reduce the chances of patients rolling out of bed or becoming entrapped. We added a second line extension, the Geo-Mattress Atlas®, in December 2000 to address the needs of heavier patients. In 2010, the Company launched the Geo-Mattress® UltraMax™, our most highly engineered Geo-Mattress model to date.  Developed primarily for the acute care market, the UltraMax incorporates several proprietary design features, including three-dimensional zoning, an ultra-resilient torso section, and a shear-reducing, bi-directional stretch cover. Together, these premium features allow the UltraMax to deliver a level of support, comfort, and effectiveness that exceeds even the most rigorous challenges of the acute care environment.

 

Span-America’s more complex non-powered support surfaces consist of products from the PressureGuard® series. We acquired the PressureGuard design through the acquisition of Healthflex, Inc. in February 1992. The original design combined a polyurethane foam shell and static air cylinders to form a support surface that incorporated the comfort and pressure relieving features of both mattress overlays and more sophisticated therapeutic support surfaces. This original design, which we later used as the basis for powered versions, was further refined and enhanced multiple times as described below.

 

In addition to the non-powered, static PressureGuard Renew®, we offer the PressureGuard CFT®. This model incorporates a patented design featuring the principles of constant force technology. The PressureGuard CFT is most appreciated for its dynamic, self-adjusting support surface feature that rivals more expensive powered surfaces in effectiveness, yet it requires no power source.

 

Powered Therapeutic Support Surfaces. Span-America’s powered therapeutic support surfaces constitute the remaining models in the PressureGuard Series. In November 1993, we received Food and Drug Administration (“FDA”) 510(k) marketing approval for the PressureGuard IV therapeutic support surface. Building on the comfort and support of the original PressureGuard design, PressureGuard IV was designed as a sophisticated, powered system for providing pressure reduction and patient comfort, with the added ability to turn the patient. The system was designed to automatically sense the patient’s weight and position and to continually adjust the pressures appropriately while slowly and quietly repositioning the patient at angles up to 30 degrees in cycles of up to two hours. The upgraded version, renamed the PressureGuard Turn Select®, incorporates all of these capabilities, as well as several additional features. Of particular note is a pendant-operated, microprocessor-controlled motion system, which is built into the support surface rather than being suspended from the bed frame as a separate unit.

 

 
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Another powered system in the PressureGuard line is the PressureGuard APM®, a simpler but effective alternating pressure mattress. The APM is targeted primarily at the long-term care and home care markets. In 2000, we added a more feature-rich version of this mattress called the PressureGuard APM2. In 2003, we further upgraded the APM2 products with new features such as the addition of the Deluxe control unit. The APM2 gives caregivers the flexibility to offer either alternating pressure or a basic lateral rotation modality by activating a toggle switch on the control panel.

 

In late 2001, Span-America introduced the PressureGuard Easy Air®, our first offering in the category of low-air-loss (“LAL”) mattresses. The Easy Air incorporates several patented design innovations, which we believe allow it to overcome common performance compromises inherent in competitive low-air-loss products. Additionally, the Easy Air is very effective at controlling excess skin moisture, a key performance advantage in the competitive support surfaces marketplace.

 

In late 2010, we introduced the PressureGuard® Custom Care® series, which consists of three distinct product offerings aimed in large part at the acute care marketplace. Two of the models, Custom Care and Custom Care Convertible, incorporate the Company’s proprietary new Shear Transfer Zone® cover design. This patented design helps eliminate the damaging effects of micro shearing, macro shearing, and rotational shearing on vulnerable skin and tissue caused when bony prominences “dig” into a support surface. Like the PressureGuard CFT, the Custom Care model provides air therapy without the need for a powered control unit. It is designed to provide superior comfort and skin protection while requiring minimal maintenance for five years.

 

The PressureGuard Custom Care Convertible and Custom Care Convertible LAL models represent our first product offerings in the “convertible” category, a class of support surfaces that has become a popular option in today’s acute care market. In their non-powered mode, Custom Care Convertible models operate as effective tissue load management surfaces for both prevention and treatment of pressure ulcers. Both allow the addition of a powered control unit where more aggressive, dynamic therapy is desired. When the add-on, ruggedized Custom Care Convertible control unit is clicked into position on the mattress, the caregiver is provided the option of either alternating pressure or lateral rotation. On the LAL model, the caregiver can select either of these options while also providing a third treatment modality: microclimate management. This proprietary, patented air delivery design, which has demonstrated long-standing clinical success on the Company’s PressureGuard Easy Air low-air-loss-surface, controls excess moisture and heat at the interface between the patient’s skin and the surface. Both models also incorporate another Span-America feature, the Star Chamber™ air cylinder design. The Star Chamber cylinders maximize the amount of air available within the mattress for pressure management, patient support and effective therapy.

 

 
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We sell most of the powered products in the PressureGuard product line to long-term care facilities, usually through our distributors, and to home health care equipment dealers for daily rental in the home care market. We also sell the PressureGuard products in the acute care market, but in smaller quantities than in the long-term care and home care markets.

 

Bed Frames and Furniture. Through our M.C. Healthcare subsidiary, we manufacture and market the Maxxum, Advantage and Rexx series bed frames and related products.  These beds, collectively branded as the “Q Series,” are designed primarily for the long-term care market and incorporate various industry-leading features, options and accessories that can be configured to meet individual customer needs.  In addition, we serve as a distributor of bedside furniture (case goods), chairs, tables and over-bed tables for use in long-term care facilities.  Approximately 52% of M.C. Healthcare sales for fiscal 2013 were exported to the U.S., and the remaining 48% were sold in Canada.  

 

During the latter part of 2013, we introduced a new, premium bed for long-term and sub-acute care settings called the Encore™ resident care bed. The Encore is outfitted with a variety of advanced performance features for enhanced patient and caregiver safety and ergonomics. Chief among these is GlideAlign™ retractable deck technology, which helps maintain users’ relative positioning and helps protect vulnerable skin and tissue when the head of the bed is elevated.  Encore also includes ReadyWide™ integrated expansion, which allows tool-less, pin-less expandability to 42” wide, a platform that is highly in demand among care providers. Encore also features Smart Stop™ low position auto pause, which is designed to help eliminate falls and other hazards.

 

Patient Positioners. We sell our specialty line of patient positioners primarily under the trademark Span-Aids. This is our original product line and consists of over 300 different foam items that aid in relieving the basic patient positioning problems of elevation, immobilization, muscle contracture, foot drop, and foot or leg rotation. Span-Aids patient positioners hold a patient’s body in prescribed positions, provide greater patient comfort, and generally are used to aid long-term comatose patients or those in a weakened or immobilized condition. The positioners also help in the prevention of pressure ulcers by promoting more effective dispersion of pressure, heat and moisture. Span-Aids are intended for single-patient use throughout a patient’s entire treatment program. Among the Span-Aids products that we presently market are abduction pillows, body aligners, head supports, limb elevators and various foot and wrist positioners. We sell patient positioners primarily to acute care hospitals and long-term care facilities through several national medical products distributors.

 

Seating Products. Another product category in our medical segment consists of seat cushions and related seating products for wheelchairs, geri-chairs (typically used in long-term care facilities) and other health care seating needs. Our offerings in this category can be subdivided into three main groups:

 

 

wound healing aids,

 

patient positioning and general pressure management products, and

 

pressure management products without patient positioning features.

 

 
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Seating products made specifically as an aid to wound healing include the Isch-Dish® and Sacral Dish® pressure relief cushions. Seating products made for patient positioning and general pressure management include the Isch-Dish Thin, the Geo-Matt® Contour® cushion, the Equalizer®, and the EZ-Dish®. The Equalizer contoured positioning cushion has a multi-component design that includes a viscoelastic foam top, proprietary soft polymer inserts, and a contoured base. Like the Isch-Dish, the Equalizer is covered for reimbursement by the Medicare system in the United States. This makes it an attractive option for durable medical equipment suppliers and rehab seating specialists. The EZ-Dish pressure relief cushion, which uses some of the features of the original Isch-Dish design, offers a simpler, more affordable solution to the seating problems of nursing home patients. The Geo-Wave® Cushion assists with positioning and pressure reduction for patients using specialty recliners and geri-chairs.  The Short-Wave® seat and back cushion reduces shear and assists with patient positioning in standard wheelchairs.

 

Seating products designed to address pressure management without additional positioning benefits include the Gel-T® cushion and the Geo-Matt and Geo-Matt PRT® wheelchair cushions. The Gel-T is a gel/foam combination cushion that is especially popular with elderly patients. The Geo-Matt and Geo-Matt PRT cushions incorporate our proprietary Geo-Matt anti-shearing surface.

 

Skin Care Products. We also market the Selan® line of skin care creams and lotions under a license agreement with P.J. Noyes Company. The products, which are manufactured by P.J. Noyes, are used for cleaning, moisturizing and protecting patients’ skin and are sold primarily in long-term care and acute care settings. The license agreement with P.J. Noyes will expire on December 31, 2015, but is renewable annually thereafter pursuant to the terms of the agreement.

 

Fall Protection Products. In December 2008, we began marketing the Risk Manager® bedside safety mat, which was a new product category for Span-America. The Risk Manager is manufactured outside the United States, using an elastomeric gel compound and is designed to cushion the force of impact and reduce the chance of injury to a patient who falls at the bedside. The Risk Manager is sold primarily in the long-term care market.

 

Distributor and Private-Label Manufacturing Relationships. We sell our medical products to many customers of varying sizes. We also sell our branded medical products to several medical products distributors which resell our products to acute care hospitals and long-term care facilities throughout North America. We believe our relationships with these distributors are good. However, the loss of one or more of these distributors could have a material adverse effect on our business. Sales to our largest medical distributor, McKesson, made up approximately 21% of net sales in the medical segment during fiscal 2013. See Item 1A. “Risk Factors” below for more information regarding our relationships with large customers.

 

 
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Custom Products

 

Span-America’s custom products segment includes two major product lines: consumer bedding products and various engineered industrial products. Our consumer product line consists primarily of convoluted and contour-cut mattress overlays and specially designed pillows for the consumer bedding market. Our exclusive distribution agreement for consumer products was assigned from Louisville Bedding Company to Hollander Home Fashions (“Hollander”) on May 24, 2013 as a result of the sale of Louisville Bedding’s utility bedding retail business to Hollander. The agreement expires in December 2015, but it automatically renews for successive three-year terms unless either party provides notice of its intent not to renew at least 60 days prior to the expiration date. Louisville Bedding was the exclusive distributor of our consumer foam products from March 1999 through May 2013. The transition from Louisville Bedding to Hollander went smoothly, and we are working with Hollander under the same general terms and conditions as we did with Louisville Bedding.    

 

Our industrial product line consists of specially engineered foam products used in a variety of markets, including the automotive, packaging, durable goods, electronics and water sports equipment industries. Our largest industrial customers manufacture automobiles and specialty packaging products. Most of our industrial products are made to order according to customer specifications and are sold primarily in the southeastern United States.

 

In fiscal 2013, approximately 88% of our total custom products sales were distributed through Louisville Bedding and its successor, Hollander Home Fashions. The loss of this relationship could have a material adverse effect on our business. See Item 1A. “Risk Factors” below for more information regarding our relationships with large customers.

 

Research and Development

 

Span-America’s expenditures for research and development for the last three fiscal years are set forth in the following table:

 

   

Research and Development Expense

 
 

2013

 

2012

   

2011

 

Medical

  $ 1,178,000   $ 1,052,000     $ 594,000  

Custom products

    46,000     48,000       49,000  

Total R& D expense

  $ 1,224,000   $ 1,100,000     $ 643,000  

 

Please see information under the heading “Results of Operations Fiscal 2013 vs. 2012,” “Selling, Research & Development and Administrative Expenses” in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information on research and development expenses.

 

Competition

 

Medical.  In the medical market segment, we face significant competition for sales of the three main categories of therapeutic support surfaces. These are powered air therapy support surfaces, non-powered air therapy support surfaces and therapeutic foam support surfaces.

 

Competition in the therapeutic support surface market is based on a variety of factors including product performance, ease of use, patient safety features, price and durability.  Customers often select a product based on these criteria after conducting a formal clinical evaluation.

 

 
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Chief competitors include Hill-Rom Holdings (Hill-Rom), ArjoHuntleigh, Invacare Corporation, Joerns Healthcare, and Medline Industries. These competitors use combinations of their own sales representatives and manufacturer’s representatives to sell nationwide directly to hospitals, distributors, long-term care facilities and original equipment manufacturers.

              

These competitors are larger and have greater resources than Span-America.  We believe our competitive advantages in the medical segment include innovative and patented product designs, product quality, manufacturing capabilities, distribution relationships, rapid delivery capabilities and responsiveness to customer requirements. Many smaller national and regional players also participate in this segment, with varying market segments and resources.

 

Competition within the foam mattress overlay and patient positioner categories is primarily based on price, selection and delivery. We believe that Span-America is one of the largest nationwide suppliers of mattress overlays and patient positioners to the U.S. health care market.  Our primary competitors in these categories include Joerns Healthcare and Covidien PLC.

 

Span Medical Products Canada. Created through the December 2011 acquisition of M.C. Healthcare Products in Beamsville, Ontario, Canada, this division faces competition for sales in the long-term care market both from manufacturers and national distributors of long-term care beds and related furniture. Price as well as product features and performance, quality, delivery and brand recognition all play a part in selection of a particular product.  Additionally, the ability to offer packages that include a variety of products as well as financing can also influence the buying decision.  The purchase decision may also be based on a mixture of the preceding factors.

 

Several of the primary competitors in the long-term care market for medical beds and related in-room furniture are the same as those in the support surfaces segment. These include Joerns Healthcare, Invacare Corporation, Hill-Rom, Medline and GF Health Products ("Graham-Field"). These competitors are larger than Span Medical Products Canada and use their own sales forces, manufacturer's representatives, distributors or a combination thereof to sell their products to long-term care facilities.  While the acquired M.C. Healthcare operation has historically been smaller than its major competitors, we believe the product line has a strong reputation for high quality and innovative products in addition to excellent customer service.

 

Custom Products. In the custom products segment, we routinely encounter significant competition for our mattress pad and pillow products. The competition for traditional polyurethane foam products is principally based on price, which is largely determined by foam density and thickness. However, competition also exists due to variations in product design and packaging. There are presently a number of companies with the manufacturing capability to produce similar bedding products. Our primary competitors in this market are Sleep Innovations, Inc., E.R. Carpenter Company and Sinomax, Inc., which are larger and have greater resources than Span-America. We also have a number of competitors in the market for our industrial products, including Hibco Plastics, CelloFoam North America, Inc. and Foam-Tech. These competitors are larger and have greater resources than Span-America, including large, nationwide sales forces. The competition for industrial foam products is largely based on price. In many instances, however, design, product quality and delivery capabilities are also important. We believe that our competitive advantages in the custom products segment include our distribution relationship with Hollander Home Fashions, innovative product designs, manufacturing and foam fabrication capabilities, low cost manufacturing processes and responsiveness to customer requirements.

 

 
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During recent years, we have encountered increasing competition in the consumer bedding market from visco foam products manufactured both in the United States and China. Visco foam, also known as visco-elastic foam or memory foam, has greater density and different properties than traditional polyurethane foam products. It responds to body temperature, conforms to the shape of the body, and generally has slower recovery time compared with traditional polyurethane foam. Memory foam is also significantly more expensive than traditional foam and is more difficult to handle and fabricate. Because memory foam is more difficult to cut and shape than traditional foam, the memory foam mattress pads currently on the market tend to be somewhat undifferentiated without unique surface designs. Consequently, it is more difficult for us to differentiate our products from those of our competitors. In addition, since memory foam is more expensive and more dense than traditional foam, it is more cost effective for overseas competitors (from China for example) to ship the products into the U.S. market. This is generally because retail prices of memory foam products are significantly higher than comparable traditional foam products, which generates much higher revenue per square foot of retail shelf space and lowers shipping costs as a percent of sales value.

 

Major Customers

 

We have an agreement with Hollander Home Fashions, which serves as the exclusive distributor for our consumer foam products. Sales to Hollander (and its predecessor, Louisville Bedding Company) during fiscal 2013 made up approximately 32% of our total net sales and approximately 88% of sales in the custom products segment. The majority of our sales to Hollander during fiscal 2013 were in turn sold to Wal-Mart. Although we do not sell directly to Wal-Mart, the loss of Wal-Mart as a customer of Hollander, or the loss of Hollander directly, could have a material adverse effect on our business. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations Fiscal 2013 vs. 2012 – Outlook” for more information on our sales expectations for the custom products segment during fiscal 2014.

 

Sales to McKesson Corporation, one of our medical distributors, during fiscal 2013 made up approximately 13% of our total net sales and approximately 21% of sales in the medical products segment.

 

See “Industry Segment Data – Medical – Distributor and Private-Label Manufacturing Relationships” above and Note 18 – Major Customers and Note 19 – Operations and Industry Segments and Geographic Areas in the Notes to Consolidated Financial Statements below for more information on major customers. The loss of any of these major customers could have a material adverse effect on our business.

 

 
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Seasonal Trends

 

Seasonal trends within our medical segment are generally not material to our operations. However, we periodically have significant seasonal fluctuations within our custom products segment. The custom products segment consists of our consumer and industrial product lines. We occasionally experience significant fluctuations within our consumer bedding products due to seasonal promotions with our retail customers. Historically, these consumer promotions have commonly occurred during our first and fourth fiscal quarters, ending in December and September, respectively. The consumer products promotions are arranged on a case-by-case basis with our retail customers and our marketing partner, Hollander Home Fashions. Consequently, it is possible to have multiple promotions within a fiscal year or none at all, depending on market and competitive conditions. We have not experienced significant seasonal fluctuations in our industrial product line.

 

Patents and Trademarks

 

Span-America holds 17 United States patents and 11 foreign patents relating to various components of our therapeutic support surfaces and seating products for the medical segment. We have also filed additional patent applications. We believe that these patents are important to our business. However, while we have a number of products covered by patents, there are competitive alternatives available, sales of which are not restricted by our patents. Therefore, we do not rely solely on our patents to maintain our competitive position in our various markets.

 

Our principal patents include those on our PressureGuard and seating products. The PressureGuard patents have remaining lives ranging from two to nine years with additional patents pending. The seating patents have remaining lives ranging from one to seven years. We believe the expiration of these principal patents would not have a material adverse effect on our business.

 

We hold 38 federally registered trademarks and 18 foreign trademark registrations, including Span-America, Span-Aids, Geo-Matt, Geo-Mattress, PressureGuard, and Isch Dish, in the medical and consumer segments. Other federal registration applications are presently pending. We believe that these trademarks are readily identifiable in their respective markets and add value to our product lines.

 

Raw Materials and Backlog

 

Approximately 85% of our raw materials consist of polyurethane foam, nylon/vinyl mattress covers and tubes, motors, pneumatic pumps, blowers, bed actuators, steel and metal stampings. In addition, we use corrugated shipping containers, polyethylene plastic packaging material and hook-and-loop fasteners. We believe that our basic raw materials are in adequate supply and are available from many suppliers at competitive prices.

 

 
11

 

 

See Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information on price increases for polyurethane foam.

 

As of September 28, 2013, we had unshipped (or open) orders of approximately $1.8 million, which represented a 76% decrease compared with our open orders of $7.3 million at fiscal year-end 2012. The open-order level at the end of fiscal 2012 was much higher than usual because we were participating in a special seasonal promotion for consumer products that was completed in November 2012. The open-order balance at fiscal year-end 2013 is more representative of our normal business levels, excluding seasonal promotions. We expect to fill all orders open as of September 28, 2013 in the 2014 fiscal year.

 

Employees

 

We had 275 full-time employees as of September 28, 2013 (223 in the United States and 52 in Canada). Of these employees, 186 were manufacturing personnel. Span-America is not a party to any collective bargaining agreement in the United States and has never experienced an interruption or curtailment of operations due to labor controversy.

 

On December 9, 2011, we acquired substantially all of the assets of M.C. Healthcare, located in Beamsville, Ontario. The manufacturing employees of this facility (30 employees at September 28, 2013) are members of the Sheet Metal Workers’ International Association, Local Union #540 (the “Union”), whose employment is governed by a Collective Agreement with the Union that was assumed by operation of Canadian labor law by our new Canadian subsidiary in connection with the asset acquisition. This Collective Agreement expired by its terms on October 31, 2012. A new Collective Agreement was negotiated and ratified by a vote of the Union members in November 2012. There was no work interruption or curtailment of operations as a result of the negotiations on the new agreement. The new Collective Agreement expires on October 31, 2018. We do not anticipate any material adverse change in our M.C. Healthcare operations as a result of the new collective agreement. M.C. Healthcare had 52 total full-time employees on September 28, 2013. We believe that our relations with our employees are good in both the United States and Canada.

 

Supervision and Regulation

 

The Federal Food, Drug and Cosmetic Act, and regulations issued or proposed thereunder, provide for regulation by the FDA of the marketing, manufacture, labeling, packaging and distribution of medical devices, including our products. These regulations require, among other things, that medical device manufacturers register with the FDA, list devices manufactured by them, and file various reports. In addition, our manufacturing facilities are subject to periodic inspections by regulatory authorities and must comply with “good manufacturing practices” as required by the FDA and state regulatory authorities. We believe that we are in substantial compliance with applicable regulations and do not anticipate having to make any material expenditures as a result of FDA or other regulatory requirements.

 

 
12

 

 

We are certified as an ISO 9001 and ISO 13485 supplier for our PressureGuard mattress products from our Greenville, South Carolina plant. ISO (the International Organization for Standardization) is a worldwide federation of national standards bodies dealing with quality-system requirements that can be used by a supplier to demonstrate its capability and for the assessment of the capability of a supplier by external parties. Compliance with ISO standard 13485 is required by Health Canada for all Class II medical devices sold there. All of our powered therapeutic support surfaces for the health care market are considered Class II medical devices. The certification is subject to reassessment at six-month intervals. We have maintained our certification based on the results of ISO audits conducted during fiscal year 2013.

 

The Canadian Food and Drugs Act, and the Medical Devices Regulations issued thereunder, provide for regulation by Health Canada of the manufacture, labeling, packaging, distribution, sale and advertisement of medical devices, including the bed frames made through Span Medical Products Canada Inc., Span-America's wholly-owned subsidiary, which are considered Class I medical devices. The Medical Devices Regulations require, among other things, that Class I medical device manufacturers who sell medical devices hold a medical device establishment license and file various reports.  In addition, manufacturing facilities are subject to periodic inspections by regulatory authorities and must comply with device safety and effectiveness requirements as required by the Medical Devices Regulations and Health Canada.  We believe that we are in substantial compliance with applicable regulations and do not anticipate having to make any material expenditures as a result of Health Canada or other regulatory requirements.

 

Environmental Matters

 

Our manufacturing operations in the U.S. and Canada are subject to various government regulations pertaining to the discharge of materials into the environment. We believe that we are in substantial compliance with applicable regulations. We do not anticipate that continued compliance will have a material effect on our capital expenditures, earnings or competitive position.

 

 

Item 1A. Risk Factors

 

Our exclusive distribution agreement for consumer products was transferred from Louisville Bedding Company to Hollander Home Fashions on May 24, 2013 as a result of the sale of Louisville Bedding’s utility bedding retail business to Hollander. If the combined marketing and distribution efforts of Span-America and Hollander are not as effective as the previous combination of the efforts of Span-America and Louisville Bedding, there could be a material adverse effect on our sales and income, which in turn could have a material adverse effect on our financial condition. Louisville Bedding was the exclusive distributor of our consumer foam products from March 1999 through May 2013, when certain assets of their utility bedding business were sold to Hollander. Our distribution agreement with Louisville Bedding was assigned to Hollander on May 24, 2013. The agreement expires in December 2015. In general, we have been, and expect to continue, working with Hollander under the same general terms and conditions as we did with Louisville Bedding. Sales to Louisville Bedding under the agreement were approximately $26.2 million during our 2012 fiscal year and made up approximately 34% of our total sales. Sales to Hollander and Louisville Bedding combined under the agreement were approximately $23.3 million during our 2013 fiscal year and made up approximately 32% of our total sales. Hollander is larger and has greater resources than Louisville Bedding. We believe that the new relationship with Hollander creates opportunities to expand our consumer products sales and earnings. However, we can give no assurance that the combined efforts of Span-America and Hollander will be as successful as the previous combination of the efforts of Span-America and Louisville Bedding. If sales of our consumer products decline as a result of the new arrangement, our earnings and financial condition could be materially negatively affected.

 

 
13

 

 

If some or all of our medical products were determined to be subject to the medical device excise tax imposed by the Affordable Care Act, there could be a material adverse effect on our net income. Beginning January 1, 2013, the Affordable Care Act imposes a 2.3% excise tax on sales of products defined as “medical devices” by the regulations of the U.S. Food & Drug Administration (the “FDA”) unless the products fit within certain exemptions enumerated in the Affordable Care Act. We believe that all of our medical products except for Selan® skin care products are “medical devices” within the meaning of the FDA regulations. We also believe that our medical products are exempt from the excise tax because our interpretation is that they meet the definition what is commonly referred to as the “Retail Exemption.” The Retail Exemption provision allows an exemption for medical devices of a type that can be purchased by the general public at retail for individual use if (1) the device is regularly available for purchase and use by individual consumers who are not medical professionals, and (2) the device’s design demonstrates that it is not primarily intended for use in a medical institution or office or by medical professionals. While we believe all of our medical products are exempt, the Retail Exemption is based on a facts-and-circumstances inquiry into numerous factors listed in the Act rather than a “bright line” standard. We are not aware of any IRS or court rulings interpreting these regulations, so we cannot be absolutely certain that all of our medical products are exempt. If some or all of our medical products were found to be medical devices subject to the excise tax, we could incur material tax expenses on our sales of medical devices which could have a material adverse effect on our earnings and financial condition. Our medical sales excluding Selan have totaled $35.6 million in the nine-month period from January 2013 (when the tax became effective) through our fiscal year ended in September 2013. If the excise tax were found to apply to all of our medical products (other than Selan products), our additional tax expense for this nine-month period would be approximately $819,000, or approximately $1.1 million on an annualized basis. Of course, actual future sales levels and the amount of any applicable excise tax would vary.

 

The loss of a key distributor or customer in the Company’s medical or custom products segments could cause a rapid and significant sales decline, which would likely result in a material decline in earnings. Many of our medical products are sold through large national distributors in the United States and Canada. We do not maintain long-term distribution agreements with most of these distributors. Instead, we supply them based on purchase orders that are issued by the customers on a daily or weekly basis. With minimal notice, either party can generally end these supplier-customer relationships. Consequently, if a large customer or distributor decided to discontinue purchasing our products, our sales and earnings could quickly decline. Our largest customer in the medical segment is McKesson Corporation, which represented 21% of our sales in the medical segment during fiscal 2013. In addition, all of our consumer foam products are sold through our exclusive distributor, Hollander Home Fashions, under a marketing and distribution agreement that expires in December 2015. The agreement automatically renews for successive three-year terms unless either party provides notice of its intent not to renew at least 60 days prior to the expiration date. Sales to Hollander Home Fashions accounted for approximately 32% of our total net sales during fiscal 2013 and 88% of our sales in the custom products segment.

 

 
14

 

 

For more information on major customers and information on our business segments, see the discussions under Item 1. “Business – Industry Segment Data – Medical – Distributor and Private-Label Manufacturing Relationships,” Item 1. “Business – Industry Segment Data – Custom Products,” Item 1. “Business – Major Customers,” Note 18 – Major Customers and Note 19 – Operations and Industry Segments and Geographic Areas in the Notes to Consolidated Financial Statements.

 

Possible downturns in the U.S. economy combined with uncertainties about healthcare reform and tax policy could cause our sales to decline, which in turn could have a material negative effect on our earnings. The largest volume product lines within our medical segment are our lines of therapeutic support surfaces, which consist of our PressureGuard and Geo-Mattress products as well as our private-label support surfaces. These products are generally considered by us and our customers to be capital purchase items instead of consumable supplies. We believe that purchases of these capital goods are more easily postponed during business downturns than purchases of consumables. Consequently, sales of our support surfaces and bed frames are likely to be more sensitive to general economic weakness than other medical product lines in our business. Also, uncertainties about tax policy and the full implementation of healthcare reform could cause our customers to delay, reduce or cancel capital expenditure plans, which could slow sales particularly within our support surface and bed frame product lines. Therapeutic support surface sales made up 34% of total Company sales during fiscal 2013 and increased 10% during the year compared with fiscal 2012. Sales of bed frames, which resulted from the M.C. Healthcare acquisition, made up 14% of total Company sales during fiscal 2013. Sales of therapeutic support surfaces and bed frames could decline if economic conditions worsen or if healthcare reform and changes in tax policy result in reduced demand from our customers.

 

In addition, our industrial products are sold primarily to the automotive, packaging and water sports industries, as well as various other manufacturers. Our industrial business has historically been more affected by general economic trends than other Span-America product lines. Therefore an economic downturn is likely to have a greater effect on sales of industrial products than on other product lines in our business. Sales of industrial products could decline if economic conditions worsen.

 

Since many of our operating costs are fixed within a normal monthly range of sales and production activity, sales declines could result in proportionally greater declines in earnings performance. We would attempt to reduce expenses in response to lower sales levels, but we cannot give assurance that we would be able to fully offset the effect of a decline in sales volume. As a result, our business could be materially adversely affected by an economic downturn or weakness in the economy.

 

 
15

 

 

Downturns in the U.S. and global economies could also have a material adverse effect on the business or financial condition of one or more of our key customers or distributors or on several customers and distributors that, in the aggregate, account for a material portion of our sales. Such an adverse effect on our customers or distributors could, in turn, have a material adverse effect on our own business and/or financial condition as a result of a loss or material reduction in our sales to such customers or distributors and also, potentially, our inability to collect material accounts receivable (which accounts receivable are unsecured) owed to us by such customers or distributors if they become unable to pay their debts.

 

Our acquisition of M.C. Healthcare in December 2011 has introduced several new risks for the Company, including those related to international operations, foreign exchange and impairment of goodwill or other intangible assets. The acquisition could precipitate changes in M.C. Healthcare’s relationships with key customers or suppliers, which could have a negative effect on our earnings performance. While we believe that the M.C. Healthcare acquisition will prove to be successful and improve our financial performance, we cannot guarantee that the acquisition will not materially and adversely affect our results of operations and financial condition. There are risks inherent with any acquisition such as retaining key employees and the risk that unexpected liabilities may arise from the M.C. Healthcare acquisition.

 

M.C. Healthcare’s manufacturing facility is located in Beamsville, Ontario, Canada. We are leasing the current facility under a five-year lease agreement as described elsewhere in this report. As a result, we have been operating in a foreign country under different laws, regulations and customs, all of which have added potential new risks and costs to the Company.

 

Prior to the acquisition, Span-America had no material foreign exchange risk. As a result of the acquisition, we now manufacture and sell products in the U.S. and Canada. Revenues and costs are incurred in both U.S. and Canadian dollars. We are therefore subject to realized and unrealized gains or losses on foreign currency translation activities related to our operations. These foreign exchange gains or losses could have a material effect on our results of operations.

 

The M.C. Healthcare acquisition resulted in additional goodwill of approximately $2.5 million. We will evaluate this goodwill at least annually for possible impairment. If the goodwill became impaired and not recoverable, it could result in a material non-cash charge to earnings, which could have a material adverse effect on our financial condition.

 

Our medical business could lose sales volume or could have a lower sales growth rate as a result of government reimbursement changes in the medical market. A number of our medical products are eligible for reimbursement by the Centers for Medicare and Medicaid Services (“CMMS”). We receive no direct reimbursements from CMMS, but our customers often submit reimbursement requests to CMMS. For example, we sell therapeutic support surfaces to home health care dealers who in turn rent these products to patients. CMMS reimburses the dealers for some or all of the patients’ rental costs. If the CMMS reimbursement rates are reduced, the demand for our medical products that are covered by CMMS could decrease, depending on the size of the rate reduction, and could have a material adverse impact on our earnings.

 

 
16

 

 

Our earnings could be negatively affected by raw material cost increases that we are unable to recover through sales price increases. The cost of polyurethane foam represented approximately 36% of our total cost of goods sold in fiscal 2013. An increase in foam raw material costs that we are not able to pass through to our customers by increasing prices could have a significant negative effect on our profitability. Besides polyurethane foam, our other major raw material categories include therapeutic support surface covers made of various water-proof fabrics, vinyl bags, vinyl air cylinders, electronic components for beds and support surfaces, motors, pneumatic pumps, blowers, corrugated boxes, bed actuators, steel and metal stampings. Raw materials are our single largest cost category, representing approximately 75% of our total cost of goods sold in fiscal 2013. Cost increases in these raw materials could have a significant adverse effect on earnings if we are unable to recover the higher costs through sales price increases or operating expense reductions.

 

Changes in applicable laws or increased government regulations to limit carbon dioxide and other greenhouse gas emissions, as a result of concern over climate change, may result in increased raw material or other costs, which would negatively affect our profitability.

 

Our sales volume could decline as a result of competition from low-cost foreign imports. During the last several years, we have experienced increased competition in our medical and custom products segments from low-cost foreign imports. In the medical segment, the number of low-cost, imported mattress products has increased, but it has not yet had a significant impact on our medical business. We believe that we have potentially greater exposure to low-cost imports in our consumer bedding product lines because those products have more commodity-like characteristics than our medical products. Also, our customers in the consumer market, which are generally national retailers, are generally more likely to change suppliers to buy lower-cost products than our customers in the medical market. Therefore, we could lose significant sales volume in our consumer bedding business and some portion of our medical sales volume if we are unable to compete effectively with low-cost imports.

 

Certain of our medical products are classified as medical devices and are regulated by the FDA and Health Canada. These regulations require, among other things, that medical device manufacturers register with the FDA and Health Canada, list devices manufactured by them, and file various reports. In addition, our manufacturing facilities are subject to periodic inspections by regulatory authorities and must comply with “good manufacturing practices” as required by the FDA and state regulatory authorities. Although we believe that we are in substantial compliance with applicable regulations, the existence of the regulations creates the risk of a product recall and related expenses as well as the risk of additional expenses required to meet new regulatory requirements.

 

 
17

 

 

Our sales and earnings performance can be volatile when compared from quarter-to-quarter or year-to-year because of the effect of limited-time promotions that periodically occur in our custom products segment. During fiscal years 2012 and 2013, we participated in several limited time, seasonal promotions of our consumer products. These promotions had the effect of temporarily increasing our sales and earnings during the periods the promotions took place. The promotions are conducted primarily at the sole discretion of our retail customers and therefore may or may not recur in future periods. While the Company benefits from these promotions when they take place, if similar promotions do not recur in future comparative periods, it creates an unfavorable sales and earnings comparison, which can create the mistaken impression that the Company’s performance has permanently declined.

 

Item 1B. Unresolved Staff Comments

 

None

 

Item 2. Properties

 

We own our principal office and manufacturing facility, which is located in Greenville, South Carolina. This facility contains approximately 188,000 square feet used by the medical and custom products segments and is located on a 13-acre site. We believe that our current manufacturing and storage space is adequate to support our operations during the next several years, depending on sales growth rates.

 

We also lease 15,000 square feet of warehouse space in Salt Lake City, Utah for use as a distribution center for our medical products segment. We lease this facility on a month-by-month basis at a rate of $7,500 per month.

 

We consider the South Carolina and Utah facilities to be suitable and adequate for their intended purposes.

 

In connection with our acquisition of M.C. Healthcare on December 9, 2011, we signed a five-year commitment to lease the 50,000 square foot manufacturing and showroom facility in Beamsville, Ontario, Canada from M.C. Healthcare’s former parent corporation, Thompson Contract Supply Company Limited, at $265,000 per year with an option to buy the property or continue the lease for an additional five years. We consider the Beamsville, Ontario facilities suitable and adequate for the conduct of the business acquired from M.C. Healthcare, which is part of our medical products segment.

 

Item 3. Legal Proceedings

 

From time to time we are a party to various legal actions arising in the normal course of business. We believe that as a result of legal defenses and insurance arrangements with parties we believe to be financially capable, there currently are no proceedings threatened or pending against us that, if determined adversely, would have a material adverse effect on our financial condition or results of operations.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 
18

 

 

PART II

 

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

The common stock of Span-America Medical Systems, Inc. trades on The NASDAQ Global Market® under the symbol SPAN. As of December 20, 2013, there were 2,927,416 common shares outstanding, 145 shareholders of record and approximately 1,700 beneficial shareholders. The closing price of Span-America’s stock on December 20, 2013 was $19.91 per share.

 

The high and low sales prices for the Company’s common stock in each of the last eight fiscal quarters are shown on the following table.

 

   

Quarterly Stock Price Data

                                         
 

First

Second

Third

Fourth

Year

For Fiscal 2013

                                       

High

  $ 19.93   $ 20.96   $ 20.97   $ 23.73   $ 23.73

Low

    16.40     17.50     17.80     19.50     16.40
                                         

For Fiscal 2012

                                       

High

  $ 15.00     $ 16.99     $ 18.40     $ 17.75     $ 18.40  

Low

    13.13       14.07       16.00       14.97       13.13  

 

 

In November 2012, the Company’s Board of Directors (the “Board”) declared a special cash dividend of $1.00 per share and a regular quarterly cash dividend of 12.5 cents ($0.125) per share. The special dividend and regular quarterly dividend were paid December 4, 2012, to shareholders of record on November 21, 2012.

 

The Company has paid a regular quarterly cash dividend since January 1990. In April 2011, the Board increased the quarterly dividend to $0.11 per share from $0.10 per share. In May 2012, the Board increased the quarterly dividend to $0.125 per share, and in August 2013, the Board increased the quarterly dividend to $0.14 per share. We expect the Company to continue to pay quarterly dividends for the foreseeable future, although the Board may discontinue paying dividends at any time. Future dividend payments will depend upon the Company’s earnings and liquidity position. See the discussion of our revolving bank credit facility in Note 11 – Revolving Credit Facility in the Notes to Consolidated Financial Statements for a description of restrictions on our ability to pay dividends and repurchase our stock, which description is incorporated herein by reference. 

 

 
19 

 

 

The information regarding equity compensation plans set forth under Item 12 below is incorporated herein by reference.

  

During the fiscal year ended September 28, 2013, the Company repurchased and retired 25,000 shares of its common stock at a price of $18.00 per share. These shares were repurchased in August 2013 from the former owner of M.C. Healthcare Products Inc. The shares were issued as part of the purchase price of our acquisition of M.C. Healthcare in December 2011. The Company announced on November 28, 2007 that the Board authorized the Company to repurchase up to 138,772 shares of its common stock. On February 11, 2009, the Board expanded the repurchase program by 100,000 shares, bringing the total number of authorized shares to 238,772. We have repurchased 167,869 shares to date, and we may repurchase an additional 70,903 shares in the future. The program may be suspended or discontinued at any time. See Note 11 – Revolving Credit Facility in the Notes to Consolidated Financial Statements for restrictions on purchasing equity shares.

 

Issuer Purchases of Equity Securities

 

Period

 

(a)

Total Number of

Shares (or Units)

Purchased

   

(b)

Average Price Paid

per Share (or Unit)

   

(c)

Total Number of

Shares (or Units)

Purchased as Part of

Publicly Announced

Plans or Programs

   

(d)

Maximum Number

(or Approximate

Dollar Value) of

Shares (or Units)

that May Yet Be

Purchased Under the

Plans or Programs

 

8/1/13 – 8/31/13

  25,000     $18.00     167,869     70,903  

Total

  25,000     $18.00     167,869     70,903  

 

 

PERFORMANCE GRAPH

 

Notwithstanding any statement in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, incorporating future or past filings, including this Annual Report on Form 10-K, in whole or in part, the following Performance Graph shall not be incorporated by reference into any such filing unless the incorporation specifically lists the following Performance Graph.

 

The following graph sets forth the performance of the Company’s common stock for the five-year period from September 27, 2008 through September 28, 2013, compared to the Russell MicroCap Index and a peer group index. The peer group index was prepared by an unaffiliated third party and is comprised of all exchange-listed companies that had the standard industry classification code 3842 (which relates to medical products and supplies) as of September 28, 2013. The companies included in the peer group index are shown below. All stock prices reflect the reinvestment of cash dividends.

 

 
20

 

 

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG

SPAN-AMERICA MEDICAL SYSTEMS, INC.,

THE RUSSELL MICROCAP INDEX

AND A PEER GROUP

 

Assumes $100 invested on September 27, 2008.

Assumes dividends reinvested. Fiscal year ended September 28, 2013.

 

COMPANIES INCLUDED IN PEER GROUP INDEX

Standard Industry Classification Code 3842

at September 28, 2013

 

Airware Labs Corp.

Align Technology, Inc.

Allied Healthcare Products, Inc.

Chad Therapeutics, Inc.

Creative Learning Corp.

Dalton Industries Inc.

Dynamic Energy Alliance Corp.

Exactech, Inc.

GenMark Diagnostics, Inc.

Hansen Medical, Inc.

Healthnostics, Inc.

Hill-Rom Holdings, Inc.

Hot Mama’s Foods Inc.

Internal Fixation Systems, Inc.

Intuitive Surgical, Inc.

Invacare Corp

Lakeland Industries, Inc.

Mako Surgical Corp.

Medical Action Industries Inc.

Milestone Scientific Inc.

Mine Safety Appliances Co.

NMI Health, Inc.

Pathfinder Cell Therapy

Patient Safety Technologies, Inc.

Paychest Inc.

PC Group Incorporated

Point Blank Solutions, Inc.

Refocus Group, Inc.

ReGen Biologics, Inc.

RTI Surgical, Inc.

Skyline Medical Inc.

Steris Corp.

Symmetry Medical, Inc.

United Health Products, Inc.

Unwall International Inc.

West Pharmaceutical Services, Inc.

Wound Management Technologies, Inc.

Wright Medical Group, Inc.

Zimmer Holdings, Inc.

 

 
21

 

 

Item 6. Selected Financial Data

 

Selected Financial Data for the Company’s last five fiscal years is shown in the table below. 

 

Five-Year Financial Summary

(Amounts in thousands, except per share and employee data)

 

   

2013

    2012 (1)     2011     2010     2009  

For the year:

                                       

Net sales

  $ 73,834     $ 76,146     $ 52,578     $ 52,356     $ 55,867  

Gross profit

    23,564       23,522       18,144       19,421       20,208  

Operating income

    7,294       7,510       5,475       6,734       6,868  

Income from continuing operations

    5,067       5,215       3,699       4,506       4,705  

Net income

    5,067       5,215       3,699       4,506       4,684  

Cash flow from operations

    8,219       6,865       2,997       3,758       6,806  

Capital expenditures for continuing operations

    558       684       191       271       355  
                                         

Per share:

                                       

Income from continuing operations:

                                       

Basic

  $ 1.72     $ 1.80     $ 1.33     $ 1.65     $ 1.72  

Diluted

    1.69       1.77       1.30       1.59       1.68  

Net income:

                                       

Basic

  $ 1.72     $ 1.80     $ 1.33     $ 1.65     $ 1.72  

Diluted

    1.69       1.77       1.30       1.59       1.67  

Cash dividends declared (2)

    1.515       0.470       0.420       1.400       0.360  

 

(1)

See Note 2 in Notes to Consolidated Financial Statements for information regarding the acquisition of M.C. Healthcare Products Inc.

(2)

Cash dividends declared include special dividends of $1.00 per share in fiscal years 2013 and 2010.

 

 
22

 

 

Five-Year Financial Summary

(Amounts in thousands, except per share and employee data)

 

   

2013

   

2012

   

2011

   

2010

   

2009

 
                                         

At end of year:

                                       

Working capital

  $ 15,172     $ 14,530     $ 15,312     $ 11,868     $ 10,858  

Property and equipment - net

    5,137       5,391       5,156       5,685       6,159  

Total assets

    36,377       37,648       30,596       27,212       26,835  

Shareholders' equity

    30,114       30,080       24,221       21,379       20,573  

Book value per share

    10.29       10.30       8.67       7.75       7.59  

Number of employees from continuing operations

    275       344       255       218       212  
                                         

Key ratios:

                                       

Return on net sales

    6.9 %     6.8 %     7.0 %     8.6 %     8.4 %

Return on average shareholders' equity

    16.8 %     19.2 %     16.2 %     21.5 %     24.7 %

Return on average total assets

    13.7 %     15.3 %     12.8 %     16.7 %     18.4 %

Current ratio

    3.7       3.2       3.7       3.4       3.0  

 

 
23

 

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

OVERVIEW

 

Span-America’s operations are divided into two primary business units or segments: medical and custom products. Our revenues, profits and cash flows are derived from the development, manufacture and sale of products for these two market segments. In the medical segment, we manufacture and market a comprehensive selection of pressure management products, including Geo-Matt®, PressureGuard®, Geo-Mattress®, Span-Aids® and Isch-Dish® products. We manufacture and market medical bed frames including the Maxxum, Rexx, Advantage and Encore series bed frames as well as related case goods, tables and seating products for the long-term care market. We also market the Risk Manager® bedside safety mat, which is manufactured to our specifications by a third-party supplier. We license and market, but do not manufacture, Selan® skin care products. In the custom products segment, we manufacture consumer mattress pads and pillows for the retail bedding market and various engineered foam products for the industrial market. Our consumer mattress pads and pillows are marketed by our exclusive distributor, Hollander Home Fashions. We sell the industrial product line directly to our customers through our own sales force instead of using distributors.

 

RESULTS OF OPERATIONS FISCAL 2013 VS. 2012

 

Summary

Notwithstanding sales growth of 2% in the medical segment, net sales for fiscal year 2013 decreased 3% to $73.8 million compared with $76.1 million in fiscal 2012. Net income for fiscal 2013 declined 3% to $5.1 million, or $1.69 per diluted share, from $5.2 million, or $1.77 per diluted share, in fiscal 2012. The decrease in earnings for fiscal 2013 compared with fiscal 2012 was mainly the result of a less profitable sales mix and higher selling and R&D costs for our M.C. Healthcare product lines in addition to lower sales volume in our custom products segment.

 

On December 9, 2011, we acquired substantially all the assets of M.C. Healthcare Products Inc. (“Old M.C. Healthcare”). Old M.C. Healthcare, located in Beamsville, Ontario, Canada, was a privately-owned manufacturer and marketer of medical bed frames and related products for the long-term care market. Span-America is operating M.C. Healthcare under the registered business name M.C. Healthcare Products, a division of Span Medical Products Canada Inc. (which we refer to as “Span-Canada”), which is a British Columbia corporation and wholly-owned subsidiary of Span-America. For reporting and management purposes, financial results for M.C. Healthcare became part of our existing medical segment as of the acquisition date, December 9, 2011. See Note 2 in the Notes to Consolidated Financial Statements for more information on this acquisition.

 

Sales

Medical segment sales rose 2% to $47.5 million in fiscal 2013 compared with sales of $46.5 million in fiscal 2012. The growth in medical sales resulted primarily from a 10% increase in sales of our therapeutic support surfaces and a 3% increase in M.C. Healthcare sales. The increase in M.C. Healthcare sales was primarily the result of having the M.C. Healthcare business for approximately two months longer in fiscal 2013 than we did in fiscal 2012. Therapeutic support surfaces are our largest medical product line, making up 53% of our medical segment sales in fiscal 2013 and 49% in fiscal 2012. We sell these products to long-term care facilities, home care dealers and acute-care hospitals throughout the United States and Canada. Sales of therapeutic support surfaces increased in fiscal 2013 primarily as a result of higher sales of our PressureGuard® Easy Air® and Custom Care® support surfaces.

 

 
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Performance in our other medical product lines during fiscal 2013 included a 13% increase in sales of Selan skin care. Sales of our Risk Manager bedside safety mat decreased 21% in fiscal 2013 primarily because a large order received in fiscal 2012 was not repeated during fiscal 2013. Sales of seating products decreased 10% in fiscal 2013 compared with fiscal 2012. Span-Aids patient positioner sales decreased by 21% during fiscal 2013 because of the loss of a customer in January 2013 as a result of price competition. Sales of mattress overlays declined 6% during fiscal 2013 compared with fiscal 2012. Medical sales accounted for 64% of total net sales in fiscal year 2013 and 61% in fiscal year 2012.

 

Our custom products segment consists of mattress pads and pillows for the consumer bedding market and specialty foam products for the industrial market. Sales in the custom products segment decreased 11% in fiscal 2013 to $26.3 million compared with $29.7 million in fiscal 2012. Within this segment, consumer bedding sales decreased 11% to $23.3 million compared with $26.3 million in fiscal 2012 primarily because a seasonal promotion for consumer bedding products that took place in the second quarter of fiscal 2012 was not repeated in the second quarter of fiscal 2013. Our Internet consumer bedding sales continued to grow, increasing 42% during fiscal 2013 to approximately $1.1 million compared with $740,000 in fiscal 2012.

 

As previously announced, our consumer products distribution agreement was assigned to Hollander Home Fashions on May 24, 2013, pursuant to the sale of Louisville Bedding’s utility bedding retail business to Hollander. Under the agreement, which expires in December 2015, Hollander replaced Louisville Bedding as our exclusive distributor for consumer bedding products. We experienced a smooth transition to Hollander, and we are working with them in an effort to expand sales of consumer foam bedding products.

 

As previously announced, we expect sales and earnings for fiscal year 2014 to be lower than fiscal 2013 levels because of the loss of a large retail customer for our consumer bedding products. We expect the largest shortfall in consumer sales to occur in the first quarter of fiscal 2014, since it will not include a special seasonal promotion of consumer products that contributed approximately $5.8 million in consumer sales during the first quarter of fiscal 2013. In addition to the first quarter seasonal promotion, we expect this same retail customer to begin purchasing their every-day consumer bedding products from a new supplier, beginning in approximately February 2014. We have continued to build our consumer bedding sales to other retailers and have a strong line of consumer bedding products. As a result, we remain optimistic about adding new retail accounts during fiscal 2014 through joint efforts with our marketing and distribution partner, Hollander Home Fashions.

 

 
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Industrial sales, which make up the other part of the custom products segment, decreased 12% to $3.0 million in fiscal 2013 compared with $3.4 million in fiscal 2012. Most of this decrease was due to the loss of a customer who moved their manufacturing outside the U. S. in the third quarter of fiscal 2012 as previously reported.

 

Gross Profit

Our gross profit increased less than 1% during fiscal 2013 to $23.6 million compared with fiscal 2012. Gross margin increased to 31.9% for fiscal 2013 from 30.9% in fiscal 2012. The slight increase in gross margin was caused by a shift in sales mix toward the higher-margin medical segment. Sales in the medical segment made up 64% of total net sales in fiscal year 2013 compared with 61% in fiscal 2012.

 

Selling, Research & Development and Administrative Expenses

Selling and marketing expenses increased 3% to $10.7 million (14.5% of net sales) in fiscal 2013 compared with $10.4 million (13.7% of net sales) in fiscal 2012. The increase occurred in the medical segment and was largely the result of higher commission costs and samples expense related to the growth in medical sales volume during the year.

 

Total research and development expenses increased 11% to $1.2 million in fiscal 2013 compared with $1.1 million in fiscal 2012. The increase was the result of new product development efforts primarily for M.C. Healthcare products. We incur almost all of our research and development expenses in the medical segment for the development of new products, new features of existing products and design improvements. Our research and development expenses will likely fluctuate from quarter to quarter and from year to year, depending on the nature of the development projects being pursued.

 

General and administrative expenses decreased 3% to $4.3 million in fiscal 2013 from $4.5 million in fiscal 2012. The expense decrease during fiscal 2013 resulted partially from lower incentive compensation expenses in fiscal 2013. In addition, M.C. Healthcare acquisition-related expenses in fiscal 2012 included $319,000 ($.07 per diluted share after taxes) in non-recurring, acquisition transaction costs.

 

Operating Income

Total operating income decreased 3% in fiscal 2013 to $7.3 million compared with $7.5 million in fiscal 2012 mostly as a result of lower sales volume in the custom products segment and higher operating expenses for the M.C. Healthcare business. In the medical segment, operating income for fiscal 2013 increased by 2% to $5.4 million compared with $5.3 million in fiscal 2012 due mainly to the increase in medical sales volume. In the custom products segment, operating income decreased 10% to $2.5 million in fiscal 2013 compared with $2.8 million in fiscal 2012 because of lower custom products sales volume during the year.

 

Non-Operating Income and Expenses

We incurred net non-operating expense of $9,000 in fiscal 2013 compared with net non-operating expense of $44,000 in fiscal 2012. The 80% reduction was primarily caused by a foreign currency exchange loss of $29,000 in fiscal 2012 related to the December 2011 asset acquisition of M.C. Healthcare compared with a net $5,000 foreign currency exchange gain in fiscal 2013. See “Liquidity and Capital Resources” below for further discussion about our revolving credit facility and “Foreign Currency Exchange” below for more information about foreign exchange risks.

 

 
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Net Income and Dividends

Net income for fiscal 2013 decreased 3% to $5.1 million, or $1.69 per diluted share, from $5.2 million, or $1.77 per diluted share, in fiscal 2012. The earnings decrease for fiscal 2013 was the result of a less profitable sales mix and higher selling and R&D costs for our M.C. Healthcare product lines, in addition to lower sales volume in our custom products segment.

 

During fiscal 2013, we paid dividends of $4.4 million, or 88% of net income for the year. This amount consisted of three quarterly dividends of $0.125 per share, one quarterly dividend of $0.14 per share and special cash dividend of $1.00 per share paid on December 4, 2012. This was our fourth special cash dividend payment.

 

Outlook

In the first quarter of fiscal year 2014, we expect consumer bedding sales to be lower than they were in the first quarter of fiscal 2013 because we will not have a seasonal consumer products promotion in November 2013 as we did in November 2012. In addition to the non-recurring seasonal promotion, as previously announced, we expect consumer sales to be lower for the full fiscal year 2014 because one of our large retail customers has selected another supplier for their every-day consumer bedding products. The selection of another supplier occurred during a routine competitive selection process conducted periodically by this customer. As a result, including the seasonal promotion described above and the every-day business, our sales to this customer are expected to decrease by approximately $13.3 million in fiscal 2014 compared with fiscal 2013. The sales decline is expected to reduce fiscal 2014 diluted earnings per share by approximately $0.10 - $0.15 compared with fiscal 2013, after factoring in the expected benefits from planned sales growth in other parts of Span-America’s business during fiscal 2014. We are disappointed to lose this account for the coming year, but we expect that continued growth from our core medical business and higher sales to other retail accounts will partially offset the loss. We expect to continue supplying consumer bedding products to this customer at normal levels through January 2014. Starting in February, we expect this customer to begin purchasing these products from the new supplier. However, we also believe we will have opportunities to make new proposals to this same customer for other retail programs that will take place in 2014. In addition, we expect to have opportunities to add new retail accounts with our marketing and distribution partner, Hollander Home Fashions.

 

The “Affordable Care Act” enacted in 2010 created new Internal Revenue Code provisions that impose a 2.3% excise tax on sales of certain “taxable medical devices.” The tax is to be paid by the manufacturer, producer or importer of these devices. Based on our analysis of the final regulations for the tax that became effective on January 1, 2013, we believe our medical products are exempt from the tax under the retail exemption provisions of the regulations. The retail exemption provision allows an exemption for medical devices of a type that can be purchased by the general public at retail for individual use if (1) the device is regularly available for purchase and use by individual consumers who are not medical professionals, and (2) the device’s design demonstrates that it is not primarily intended for use in a medical institution or office or by medical professionals. See Part I. Item 1A. Risk Factors for more information on the medical device tax.

 

 
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RESULTS OF OPERATIONS FISCAL 2012 VS. 2011

 

Summary

Fiscal 2012 net sales increased 45% to $76.1 million compared with $52.6 million in fiscal 2011 and benefited from growth in the medical and custom products segments and from the acquisition of M.C. Healthcare. The $23.6 million increase in sales included organic growth of $13.4 million and $10.2 million from the M.C. Healthcare acquisition as further described below. Net income for fiscal 2012 rose to $5.2 million, or $1.77 per diluted share, an increase of 41% from $3.7 million, or $1.30 per diluted share, in fiscal 2011. The earnings increase for fiscal 2012 was the result of higher overall sales volume, the M.C. Healthcare acquisition and a lower rate of increase in selling, general and administrative expenses compared with the prior year.

 

On December 9, 2011, we acquired substantially all the assets of M.C. Healthcare Products Inc. (“Old M.C. Healthcare”). Old M.C. Healthcare, located in Beamsville, Ontario, Canada, was a privately-owned manufacturer and marketer of medical bed frames and related products for the long-term care market. For their pre-acquisition fiscal year ended July 31, 2011, Old M.C. Healthcare reported sales of CDN $12.2 million and operating profit of CDN $170,000, which included non-recurring and owner-related expenses of CDN $1.5 million and CDN $84,000 in depreciation and amortization.

 

The total purchase price for the M.C. Healthcare assets was approximately $9.7 million, which included $7.9 million in cash and 100,000 shares of Span-America common stock paid at closing, plus $354,000 paid in January 2012 for the final working capital adjustment. The 100,000 shares of Span-America common stock were valued at $1.44 million based on the average of the high and low sales prices on December 8, 2011. We funded the asset acquisition through a combination of cash on hand, proceeds from the liquidation of our securities available for sale and $6.5 million from our revolving credit facility. The tangible assets purchased consisted primarily of accounts receivable, inventory and manufacturing equipment. Liabilities assumed consisted of accounts payable and accruals incurred in the ordinary course of business. The transaction resulted in goodwill of approximately $2.5 million and other intangible assets of approximately $4.0 million.

 

Sales

Medical segment sales rose 34% to $46.5 million in fiscal 2012 compared with sales of $34.7 million in fiscal 2011. M.C. Healthcare is included in the medical segment and accounted for 87% of the medical segment sales growth compared with the prior fiscal year. The remaining growth in medical sales was primarily from our lines of therapeutic support surfaces. Therapeutic support surfaces are our largest medical product line, making up 49% of our medical segment sales in fiscal 2012 and 61% in fiscal 2011. We sell these products to long-term care facilities, home care dealers and acute-care hospitals throughout the United States and Canada. Sales of therapeutic support surfaces increased 7% in fiscal 2012 as a result of higher sales of our PressureGuard® Custom Care® support surfaces launched in fiscal 2011 and our broad line of Geomattress® support surfaces.

 

 
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Performance in our other medical product lines included a 7% increase in sales of the Risk Manager bedside safety mat. Selan skin care sales in fiscal 2012 increased 3% compared with fiscal 2011, while sales of seating products increased 5% during the same period. Sales of our Span-Aids patient positioners decreased by 2% during fiscal 2012 compared with fiscal 2011, and sales of mattress overlays declined 6% during fiscal 2012 compared with fiscal 2011. Medical sales accounted for 61% of total net sales in fiscal year 2012 and 66% in fiscal year 2011.

 

Sales in the custom products segment increased 66% in fiscal 2012 to $29.7 million compared with $17.8 million in fiscal 2011. Within this segment, consumer sales rose 77% to $26.3 million in fiscal 2012 compared with $14.8 million in fiscal 2011. The majority of sales growth in the custom products segment was due to consumer bedding sales that resulted from several limited-time promotions with our retail customers during fiscal 2012. The remaining portion of the increase came from higher demand from existing customers related to product enhancements as well as the addition of new customers. Our Internet consumer bedding sales also continued to grow, increasing 159% during fiscal 2012 to approximately $740,000 compared with fiscal 2011. All of our consumer products were sold through our marketing and distribution partner, Louisville Bedding Company, before the acquisition of Louisville Bedding’s utility bedding retail business by Hollander Home Fashions in fiscal 2013.

 

Industrial sales, which make up the other part of the custom products segment, increased 14% to $3.4 million in fiscal 2012 compared with $3.0 million in fiscal 2011. This increase was due to higher demand primarily from customers in the specialty packaging and automotive industries.

 

Gross Profit

Our gross profit increased by 30% during fiscal 2012 to $23.5 million compared with $18.1 million in fiscal 2011. The increase in gross profit was primarily the result of the asset acquisition of M.C. Healthcare and two special sales promotions of our consumer products in the retail market. Gross margin decreased to 30.9% for fiscal 2012 from 34.5% in fiscal 2011. The decrease in gross margin was caused by higher foam raw material prices in both the medical and custom products segments, a shift in sales mix toward the lower-margin custom products segment and a less profitable sales mix within the medical segment. Sales in the custom products segment made up 39% of total net sales in fiscal year 2012 compared with 34% in fiscal 2011.

 

Selling, Research & Development and Administrative Expenses

Selling and marketing expenses increased 20% to $10.4 million (13.7% of net sales) in fiscal 2012 compared with $8.7 million (16.6% of net sales) in fiscal 2011. The increase occurred in the medical segment and was primarily the result of the acquisition of M.C. Healthcare and higher commission and freight expense as a result of the growth in sales volume.

 

 
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Total research and development expenses increased 71% to $1.1 million in fiscal 2012 compared with $643,000 in fiscal 2011. The increase was the result of new product development efforts for both M.C. Healthcare and Span-America’s base medical business.

 

General and administrative expenses increased 36% to $4.5 million in fiscal 2012 from $3.3 million in fiscal 2011. The expense increase during fiscal 2012 resulted primarily from the M.C. Healthcare acquisition and higher incentive compensation expenses in fiscal 2012. M.C. Healthcare acquisition-related expenses included $349,000 of intangibles amortization expense and $319,000 ($.07 per diluted share after taxes) in non-recurring, acquisition transaction costs for the fiscal year 2012. Partially offsetting these increases were income of $183,000 in fiscal 2012 from the cash value of life insurance compared with $33,000 in fiscal 2011.

 

In spite of the increases in expense levels, total selling, research and development and administrative expenses declined as a percentage of sales to 21.0% in fiscal 2012 compared with 24.1% in fiscal 2011 because total sales grew at a faster rate than expenses during this period.

 

Operating Income

Operating income increased 37% in fiscal 2012 to $7.5 million compared with $5.5 million in fiscal 2011. In the medical segment, operating income for fiscal 2012 increased by 15% to $5.3 million compared with $4.7 million in fiscal 2011. Operating income in the custom products segment increased 84% to $2.8 million in fiscal 2012 compared with $1.5 million in fiscal 2011. The increase in total operating income for the year was the result of higher sales volume in both the medical and custom products segments as a result of the M.C. Healthcare asset acquisition and two special, limited-time consumer products promotions.

 

Non-Operating Income and Expenses

We incurred net non-operating expense of $44,000 in fiscal 2012 compared with net non-operating income of $19,000 in fiscal 2011. The $63,000 change from income to expense was caused by a $13,000 reduction in investment income, the addition of $21,000 in interest expense and a foreign currency exchange loss of $29,000 related to the December 2011 asset acquisition of M.C. Healthcare. We incurred no interest expense in fiscal 2011. See “Liquidity and Capital Resources” below for further discussion about our revolving credit facility and “Foreign Currency Exchange” below for more information.

 

Net Income and Dividends

Net income for fiscal 2012 rose to $5.2 million, or $1.77 per diluted share, an increase of 41% from $3.7 million, or $1.30 per diluted share, in fiscal 2011. The earnings increase for fiscal 2012 was the result of higher overall sales volume, the M.C. Healthcare acquisition and a lower rate of increase in selling, general and administrative expenses compared with the prior year. The M.C. Healthcare acquisition contributed after-tax income of $734,000, or $0.25 per diluted share, from the closing date of December 9, 2011, through fiscal year-end 2012, and accounted for approximately 48% of the total increase in net income for fiscal 2012 compared with the prior fiscal year. During fiscal 2012, we paid dividends of $1.4 million, or 26% of net income for the year. This amount consisted of two quarterly dividends of $0.11 per share and two quarterly dividends of $0.125 per share.

 

 
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In November 2012, our Board declared a special cash dividend of $1.00 per share and a regular quarterly cash dividend of 12.5 cents ($0.125) per share. The special dividend and regular quarterly dividend were paid on December 4, 2012, to shareholders of record on November 21, 2012.

 

LIQUIDITY AND CAPITAL RESOURCES

 

We generated cash flow from operations of $8.2 million during fiscal 2013, which represented an increase of 20% compared with cash flow of $6.9 million in fiscal 2012. The primary reason for the increase in cash flow during fiscal 2013 was a decrease in inventory levels during the year as a result of the consumer products promotion that took place in November 2012 but was not repeated in November 2013. Inventory levels at fiscal year-end 2013 declined by $2.9 million from fiscal year-end 2012 compared with a decline of $521,000 during the previous fiscal year. Cash flow in fiscal 2013 was negatively affected by a reduction in accounts payable and accruals at fiscal year-end 2013 compared with fiscal year-end 2012 primarily because we paid more accounts payable in fiscal 2013 than we did in fiscal 2012, which was also related to the nonrecurring seasonal promotion described above.

 

Major uses of cash provided by operations during fiscal 2013 included payment of dividends of $4.4 million, the purchase of property and equipment of $558,000 and the purchase and retirement of 25,000 shares of the Company’s common stock at a total cost of $450,000.

 

Working capital increased by $641,000, or 4%, to $15.2 million at fiscal year-end 2013 compared with fiscal year-end 2012. The increase in working capital resulted from the increase in cash and decreases in inventory and accounts payable discussed above. In addition, our current ratio increased to 3.7 at fiscal year-end 2013 from 3.2 at fiscal year-end 2012.

 

Accounts receivable, net of allowances, decreased 5%, or $450,000, to $7.8 million at the end of fiscal 2013 compared with $8.2 million at the end of fiscal 2012. The days sales outstanding (or average collection time), calculated using a 12-month average for trade accounts receivable balances, increased to 44.6 days in 2013 compared with 42.6 days in 2012 due to the combination of higher medical sales and lower custom products sales. Medical segment sales generally have a longer collection time than those in the custom products segment. Approximately $1.4 million included in accounts receivable at September 28, 2013 were for sales made by Span-Canada. All of our accounts receivable are unsecured. Certain receivables of Span-Canada are insured under the terms of an insurance policy.

 

Inventory, net of reserves, decreased by $2.9 million, or 31%, to $6.4 million at fiscal year-end 2013 compared with $9.4 million at fiscal year-end 2012. At September 28, 2013 our inventory included approximately $2.1 million of inventory related to M.C Healthcare. The work-in-process inventory shown in Note 4 in the Notes to Consolidated Financial Statements is entirely associated with M.C. Healthcare. At fiscal year-end 2012, we were holding larger than normal amounts of consumer finished goods inventory related to a seasonal promotion of consumer products that shipped in November 2012. Inventory turns increased to 6.3 times in fiscal 2013 compared with 6.2 times in fiscal 2012.

 

 
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From the end of our 2012 fiscal year to the end of fiscal 2013:

 

 

Prepaid expenses increased by $383,000, or 122%, to $698,000 primarily as a result of refundable taxes in Canada and advance deposits paid for certain raw material purchases.

 

 

Our deferred income tax asset decreased by 43%, or $264,000, during fiscal 2013 to $349,000 from $613,000 due mostly to incentive compensation accrued during fiscal 2012 that was not deductible for tax purposes until fiscal year 2013.

 

 

Net property and equipment decreased by $254,000, or 5%, during fiscal 2013. The decrease was made up of $776,000 in depreciation expense and approximately $558,000 in equipment purchases.

 

 

Other assets increased 9% to $2.6 million at fiscal year-end 2013 compared with $2.4 million at fiscal year-end 2012 mainly as a result of an increase in the cash value of corporate-owned life insurance policies.

 

 

Our accounts payable decreased by 21% to $2.7 million at fiscal year-end 2013 compared with $3.4 million at fiscal year-end 2012 due to a reduction in raw material purchases in September 2013 compared with September 2012 related to the nonrecurring seasonal promotion of consumer products described above.

 

 

Accrued and sundry liabilities decreased by 14% during the year to $2.9 million compared with $3.4 million last year due mainly to lower levels of accrued incentive compensation at fiscal year-end 2013.

 

On December 9, 2011 we amended and restated our revolving credit agreement in connection with the acquisition of the assets of M.C. Healthcare. The maximum principal amount we can borrow at any one time under the loan agreement is $10 million. The maturity date was extended to April 30, 2015. The agreement is unsecured and accrues interest at a variable rate equal to 30-day LIBOR plus a margin ranging from 85 to 165 basis points, depending on our leverage ratio (as defined in the agreement). The interest rate, including the margin of 85 basis points, was 1.0635% in December 2012, the last time we borrowed under the credit agreement. Interest-only payments are required monthly. There is a 25 basis point annual fee on any unused availability above $5 million payable quarterly. We have pledged to grant the bank a security interest in our accounts, instruments, and chattel paper upon its request in the event of a default as defined in the credit agreement. Our obligations under the credit agreement are guaranteed by our subsidiary Span Medical Products Canada Inc.

 

 
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The credit facility includes financial covenants relating to tangible net worth and leverage ratios, and restricts mergers and acquisitions, assets sales, indebtedness, liens and capital expenditures. The credit facility also restricts dividends and stock repurchases during any fiscal year to an aggregate amount of no more than 50% of the sum of (i) our income from continuing operations for that fiscal year plus (ii) the absolute value of any aggregate after-tax, non-cash and extraordinary losses for that fiscal year. As an exception to the restriction above, we may pay a regular quarterly dividend in an amount no greater than the previous quarter’s regular dividend so long as we remain in compliance with the financial covenants after giving effect to the payment of the dividend. Also, our wholly-owned subsidiary, Span-Canada, is not restricted in its ability to pay dividends or make distributions to the parent company. Violation of loan covenants could result in acceleration of the term of the agreement. The lending bank waived any event of default in connection with the $1.00 per share special dividend declared and paid during the first quarter of fiscal 2013 and the repurchase of 25,000 shares of Company common stock during the fourth quarter of fiscal 2013. We believe that we were in compliance with the loan covenants as of September 28, 2013. There were no borrowings under this credit facility as of September 28, 2013.

 

In November 2007, we announced a program to repurchase up to 138,772 shares of our outstanding common stock. In February 2009, the Board expanded the repurchase program by 100,000 shares, bringing the total number of authorized shares to 238,772. We repurchased 25,000 shares of company stock at $18.00 per share for a total of $450,000 from the owner of Old M.C. Healthcare in August 2013. The shares were issued as part of the purchase price of our acquisition of M.C. Healthcare in December 2011. As of September 28, 2013, we had repurchased a total of 167,869 shares under the expanded program at an average price of $12.84 per share, representing a total investment of $2.2 million. Considering these prior purchases, we are authorized to repurchase an additional 70,903 shares under the current program. We may continue to repurchase our stock from time to time in the open market or in private transactions, depending on market and company conditions. The stock repurchase program, however, may be suspended or discontinued at any time.

 

We believe that funds on hand, funds generated from operations and funds available under our revolving credit facility are adequate to finance our operations and expected capital requirements during fiscal 2014 and for the foreseeable future.

 

OFF-BALANCE-SHEET ARRANGEMENTS

 

We have no off-balance-sheet arrangements. 

 

 
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CONTRACTUAL OBLIGATIONS

 

The following table summarizes our significant contractual obligations and commercial commitments at September 28, 2013 and the future periods in which such obligations are expected to be settled in cash. For additional information regarding these obligations, see the referenced footnotes in the Notes to Consolidated Financial Statements under Item 8 below.

  

    Payments Due by Period          

Contractual Obligations

         

Less Than   

                 

More Than

 

(dollars in thousands)

 

Total

   

1 Year

   

1-3 Years

   

3-5 Years

   

5 Years

 

Operating lease obligations - Note 20

  1,010     $ 272     $ 537     $ 201     $ -  

Purchase obligations - Note 21

    1,460       730       730       -       -  

Deferred compensation - Note 12

    824       114       227       227       256  

Total contractual obligations

  $ 3,294     $ 1,116     $ 1,494     $ 428     $ 256  

 

 

IMPACT OF INFLATION AND COST OF RAW MATERIALS

 

Fiscal 2011: During the first two quarters of fiscal 2011, we experienced relatively small price increases in several of our lower-volume raw materials, which had minimal impact on our profitability. However, in June and July of 2011, we experienced additional price increases for most of our foam raw materials, which had a larger impact on our profitability during fiscal 2011. For the full year of fiscal 2011, inflation had minimal impact on our sales and a moderately negative impact on our earnings.

 

Fiscal 2012: General market inflation was low in the United States and Canada during fiscal 2012 and was consequently a minor factor in our operations for the year. However, volatility in the cost of polyurethane foam, our primary raw material in the U.S., was a significant factor for our operations during fiscal 2012. In April 2012, our cost of foam rose between 10% and 18%, depending on the type of foam. During the fourth quarter of fiscal 2012, we experienced decreases of approximately 5% in the costs of some of our foam raw materials. For the full year of fiscal 2012, inflation had a small positive impact on our sales and a moderately negative impact on our earnings.

 

Fiscal 2013: We last received price increases on certain of our foam raw materials effective April 1, 2013. The increase was due to a temporary reduction in the supply of a key chemical component used in the foam manufacturing process. These increases were partially rolled back in the third quarter of fiscal 2013 as the component chemical supplies returned to normal levels. For the full year of fiscal 2013, inflation had minimal impact on our sales and a moderately negative impact on our earnings.

 

See Item 7A “Quantitative and Qualitative Disclosures about Market Risk” below for more information on the cost of polyurethane foam. We have taken various actions to mitigate the effect of recent cost increases. However, we can give no assurance that we will be able to fully offset these cost increases in the future. If we are unable to do so, the cost increases could negatively affect our profitability.

 

Based on current conditions in the markets for our primary raw materials, we expect inflation to be a moderate factor for our operations during fiscal 2014. The cost of polyurethane foam, our primary raw material, is indirectly influenced by oil prices. However, other market factors also affect foam prices, including the available supply of component chemicals, demand for related products from domestic and international manufacturers, competition among domestic suppliers, our purchase volumes and regulatory requirements. Consequently, it is difficult for us to accurately predict the impact that future inflation and other factors might have on the cost of polyurethane foam, our largest-volume raw material.

 

 
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FOREIGN CURRENCY EXCHANGE

 

Span-Canada, operating under the name “M.C. Healthcare Products,” uses the Canadian dollar as its functional currency. We are subject to exchange rate fluctuations, which vary based on volume and currency market conditions. These exchange rate fluctuations will cause foreign exchange gains and losses, which could be material to our results of operations depending on currency market conditions and the timing and levels of our business activities in the U.S. and Canada. For fiscal year 2013, our net realized foreign currency exchange gain was $5,000 compared with a net realized foreign currency exchange loss of $29,000 in fiscal 2012.

 

CRITICAL ACCOUNTING POLICIES

 

This discussion and analysis of financial condition and results of operations is based on our financial statements that we prepare in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions also require the application of certain accounting policies, many of which require us to make forecasts about future events and their estimated impact on amounts reported in our financial statements and related notes. We periodically review our accounting policies and estimates and make adjustments when facts and circumstances dictate.

 

Actual results may differ from these estimates under different assumptions or conditions. Any differences could have a material impact on our financial condition and results of operations.

 

In addition to the accounting policies more fully described in the Notes to Consolidated Financial Statements included in this report, we have identified the following critical accounting policies used in the preparation of our financial statements.

 

Allowance for Doubtful Accounts

Credit evaluations are undertaken to set credit limits for most of our customers. We regularly evaluate past-due accounts included in our accounts receivable and provide what we estimate to be adequate reserves for doubtful accounts. Customer financial conditions may change and increase the risk of non-collectability and may require additional provisions, which could negatively impact our operating results. As of September 28, 2013 and September 29, 2012, our provision for doubtful accounts was approximately $263,000 and $233,000, respectively. This represented approximately 3.4% of total accounts receivable at fiscal year-end 2013 compared with 2.8% of total accounts receivable at fiscal year-end 2012.

 

 
35

 

 

Reserve for Obsolete and Excess Inventories

We regularly review inventory quantities on hand and adjust for excess and obsolete inventory based primarily on historical usage rates and our estimates of future product demand and production. Actual demand may differ from our estimates, in which case we may have understated or overstated the provision required for obsolete and excess inventory, which would have an impact on our operating results. As of September 28, 2013, our provision for excess and obsolete inventory represented approximately 11.2% of total inventories, or approximately $720,000. This compares with $595,000, or 6.3%, of total inventories at fiscal year-end 2012. The increase in our inventory reserve in dollars was attributable to M.C. Healthcare. The increase in the reserve as a percentage of total inventories during fiscal 2013 was affected by a $2.7 million decline in consumer inventories at fiscal year-end 2013 compared with fiscal year-end 2012 related to the nonrecurring seasonal promotion described above.

 

Warranty Obligations

We warrant certain of our products for specific periods of time against manufacturing or performance defects. We provide for the estimated future cost of warranty obligations in cost of goods sold when the related revenue is recognized. The accrued warranty cost represents our best estimate at the time of sale of the total cost that we will incur to repair or replace covered products or parts. The amount of accrued estimated warranty cost is primarily based on historical experience as well as current information on repair costs. Actual warranty cost could differ from these estimated amounts. In addition, we receive warranties from certain suppliers of key components of our products, and we rely on these suppliers to replace or provide credit for their defective goods that might be used in our products. Such replacements or credits reduce our direct warranty costs. If our suppliers failed to honor their warranties, our warranty cost could increase. We review the accrued balances on a quarterly basis and update the historical warranty cost trends. If our estimated warranty costs were too low, we would be required to accrue additional warranty cost in the future, which would negatively affect our operating results. Our actual warranty expense was approximately $172,000 in fiscal 2013, $89,000 in fiscal 2012 and $493,000 in fiscal 2011. Our accrued warranty costs at September 28, 2013, were $319,000. See Note 10 in the Notes to Consolidated Financial Statements for more information on product warranties.

 

Impairment of Goodwill

“Impairment” is the condition that exists when the carrying amount of a long-lived asset or asset group is greater than its fair value. The assets of our medical business include a significant amount of goodwill. We evaluate goodwill in our medical business unit for impairment at least annually, in September, or more frequently if events occur or circumstances change that could reduce the fair value of our medical business unit. For fiscal year-end 2013, we determined that the fair value of the medical business unit exceeded its carrying value and thus no impairment charge was required. In assessing the value of goodwill, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the medical business unit. If these estimates or their related assumptions change in the future, we may be required to record impairment charges, which would negatively impact operating results. As of September 28, 2013, the carrying value of goodwill was $4.5 million.

 

 
36

 

 

Impairment of Long-Lived Assets

We evaluate long-lived assets for potential impairment whenever events occur or circumstances indicate that the carrying amount of the assets may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount of a long-lived asset is not recoverable and is greater than its fair value, the asset is impaired and an impairment loss must be recognized.

 

Present Value of Deferred Compensation

We are obligated under the terms of a retirement agreement to make fixed payments for the remaining lives of Span-America’s founder and his ex-wife as discussed in Note 12 “Deferred Compensation” in the Notes to Consolidated Financial Statements. This obligation can be funded from internally generated cash or from the cash value of Company-owned life insurance policies, which had a value of $2.3 million at September 28, 2013. See Item 7A below and Notes 8 and 12 in the Notes to Consolidated Financial Statements for more information on deferred compensation and the cash value of life insurance. We have fully accrued the present value of the expected payments due over the combined estimated life expectancy of our founder and his ex-wife. In calculating this present value, we used a discount rate of 6%, which was an estimate of the effective long-term rate of return on the portfolio. During fiscal 2013, we reduced the discount rate by 2% from 8% to 6% and recorded additional expense of $40,000, which brought our total fiscal 2013 expense to $94,000. If the actual rate of return was significantly lower than our estimate and we were required to accrue additional deferred compensation costs in the future, it would negatively affect operating results. As of September 28, 2013, we had recorded a deferred compensation liability of approximately $648,000, including current and long-term portions. If we reduced the discount rate by 1%, the deferred compensation liability would be increased by approximately $22,000, and pre-tax income would be reduced by the same amount.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to financial market risk in four areas: commodity price risk, cash value of life insurance, our credit facility and foreign currency exchange. The cost of polyurethane foam, our primary raw material, is indirectly influenced by oil prices. However, other market factors also affect foam prices, including the available supply of component chemicals, demand for related products from domestic and international manufacturers, competition among domestic suppliers, our purchase volumes and regulatory requirements. Consequently, it is difficult for us to accurately predict the impact that future inflation and other factors might have on the cost of polyurethane foam, our largest-volume raw material. If the cost of polyurethane foam increased significantly, and if we were unable to offset the cost increase through sales price increases or other expense reductions, our earnings could be materially negatively affected. See the discussion above under “Impact of Inflation and Cost of Raw Materials” for more information.

 

 
37

 

 

Other assets at September 28, 2013 included $2.3 million in cash value of life insurance, which is subject to market risk related to equity pricing and interest rate changes. The cash value is generated from life insurance policies that are being used as the funding vehicle for a retirement program for Span-America’s founder and former chairman and his ex-wife. See “Present Value of Deferred Compensation” above. The cash value is invested in a combination of fixed income life insurance contracts and a portfolio of mutual funds managed by an insurance company. The fixed income contracts are similar to fixed income bond funds and are therefore subject to interest rate and company risk. The mutual fund portfolios invest in common stocks and bonds in accordance with their individual investment objectives. These portfolios are exposed to stock market, company and interest rate risks similar to comparable mutual funds. We believe that substantial fluctuations in equity markets and interest rates and the resulting changes in cash value of life insurance would not have a material adverse effect on our financial position. During the fiscal year ended September 28, 2013, cash value of life insurance increased by 9%, creating after-tax income of approximately $178,000.

 

Our credit facility accrues interest at a variable rate equal to 30-day LIBOR plus a margin ranging from 85 to 165 basis points depending on our then-applicable leverage ratio (as defined in the credit facility). Interest is payable monthly. During December 2012, the last time we borrowed under the credit agreement, the interest rate was 1.0635%, including the margin of 85 basis points. The credit facility also includes an annual unused commitment fee of 25 basis points, payable quarterly, on any unused line of credit availability over $5,000,000. An increase in interest rates would have a negative impact on our financial condition and earnings to the extent that we had outstanding borrowings under the facility. The degree of impact would vary depending on the level of the borrowings. We had no outstanding balance under our credit facility as of September 28, 2013. Assuming a constant level of debt of $1.0 million for an entire fiscal year, a 100 basis point increase in the interest rate on the outstanding loan balance would increase our interest expense by $10,000 per year.

 

As a result of the M.C. Healthcare asset acquisition, we now own assets in Canada and manufacture and sell products in Canada in addition to the U.S. We are therefore subject to realized and unrealized gains or losses on foreign currency translation activities related to our operations. Foreign exchange gains or losses have not had a material effect on our results of operations since the M.C. Healthcare acquisition. We do not currently hedge our foreign exchange risks because the exchange rates between the U.S. and Canadian dollars have been relatively stable since the acquisition and because our foreign exchange transactions occur infrequently since our revenues and costs are incurred in both U.S. and Canadian dollars. Our foreign exchange risk could increase if the exchange rates between the U.S. and Canadian dollars became more volatile.

 

Most of our M.C. Healthcare operating costs and liabilities are denominated in Canadian dollars. Sales are denominated in the currency of the country in which they occur. Accordingly, material changes in the Canadian-U.S. dollar exchange rate may significantly impact our revenues and costs and the value of our assets and liabilities. The magnitude and direction of this impact primarily depends on our production and sales volume, the proportion of our production and sales that occur in Canada, the proportion of our financial liabilities denominated in Canadian dollars and the magnitude, direction and duration of changes in the Canadian-U.S. dollar exchange rate. Increases in the value of the Canadian dollar versus the U.S. dollar reduce our earnings, which are reported in U.S. dollar terms. Assets and liabilities are translated into U.S. dollars at the quarter-end exchange rate. Revenues and expenses are translated at weighted average exchange rates. Under the exchange rates and operating conditions that existed during fiscal year 2013, for every 1% increase in the value of a Canadian dollar compared to a U.S. dollar, our operating income for the fiscal year would have been reduced by approximately $15,000. Based on the exchange rate in effect on September 28, 2013, for every 1% increase in the value of a Canadian dollar compared to a U.S. dollar our total assets would have increased by approximately $112,000, and our total liabilities would have increased by approximately $8,000 for a net change of approximately $104,000. For fiscal year 2013, our net realized foreign currency exchange gain was $5,000 compared with a net realized foreign currency exchange loss of $29,000 in fiscal 2012.

 

 
38

 

 

Item 8. Consolidated Financial Statements and Supplementary Data

 

 

Span-America Medical Systems, Inc.

Consolidated Financial Statements

 

September 28, 2013

 

 

Contents

 
   

Report of Independent Registered Public Accounting Firm

40

   

Consolidated Financial Statements

 
   

Consolidated Statements of Comprehensive Income

41

   

Consolidated Balance Sheets

42

   

Consolidated Statements of Cash Flows

43

   

Consolidated Statements of Changes in Shareholders’ Equity

44

   

Notes to Consolidated Financial Statements

45

 

 
39

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

Shareholders and Board of Directors

Span-America Medical Systems, Inc.

Greenville, South Carolina

 

 

We have audited the accompanying consolidated balance sheets of Span-America Medical Systems, Inc. as of September 28, 2013 and September 29, 2012 and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three year period ended September 28, 2013. Our audits also include the financial statement schedule of Span-America Medical Systems, Inc. listed in Item 15(c). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

 

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Span-America Medical Systems, Inc. as of September 28, 2013 and September 29, 2012 and the results of its operations and its cash flows for each of the years in the three year period ended September 28, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

 

 

 

 

/s/ ELLIOTT DAVIS, LLC

 

 

Greenville, South Carolina

December 27, 2013

 

 
40

 

 

Consolidated Statements of Comprehensive Income
 
 

           

Years Ended

         
   

September 28,

2013

   

September 29,

2012

   

October 1,

2011

 
                         
                         

Net sales

  $ 73,833,549     $ 76,146,423     $ 52,578,372  

Cost of goods sold

    50,269,657       52,624,293       34,433,918  

Gross profit

    23,563,892       23,522,130       18,144,454  
                         

Selling and marketing expenses

    10,722,770       10,446,961       8,737,103  

Research and development expenses

    1,224,174       1,100,420       643,433  

General and administrative expenses

    4,322,509       4,464,684       3,288,745  
      16,269,453       16,012,065       12,669,281  
                         

Operating income

    7,294,439       7,510,065       5,475,173  
                         

Non-operating income (expense):

                       

Other

    6,174       (23,231 )     18,893  

Interest expense

    (15,196 )     (20,861 )     -  

Net non-operating income (expense)

    (9,022 )     (44,092 )     18,893  
                         

Income before income taxes

    7,285,417       7,465,973       5,494,066  

Provision for income taxes - Note 14

    2,218,000       2,251,000       1,795,000  
                         

Net income

    5,067,417       5,214,973       3,699,066  
                         

Other comprehensive income, after tax:

                       

Foreign currency translation (loss) gain

    (497,647 )     284,396       -  
                         

Comprehensive income

  $ 4,569,770     $ 5,499,369     $ 3,699,066  
                         

Net income per share of common stock - Note 15:

                       

Basic

  $ 1.72     $ 1.80     $ 1.33  

Diluted

  $ 1.69     $ 1.77     $ 1.30  
                         

Dividends per common share (1)

  $ 1.515     $ 0.470     $ 0.420  
                         

Weighted average shares outstanding:

                       

Basic

    2,939,684       2,892,956       2,777,820  

Diluted

    2,994,239       2,946,603       2,839,292  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

(1) Dividends per share for fiscal year 2013 include a special dividend of $1.00 per share paid on December 4, 2012.

 

 
41

 

  

Consolidated Balance Sheets

 

   

September 28,

2013

   

September 29,

2012

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 5,424,521     $ 2,665,302  

Accounts receivable, net of allowances of $263,000 (2013) and $233,000 (2012)

    7,787,837       8,238,266  

Inventories - Note 4

    6,445,950       9,418,842  

Deferred income taxes - Note 14

    348,950       613,420  

Prepaid expenses

    698,003       314,912  

Total current assets

    20,705,261       21,250,742  
                 

Property and equipment, net - Note 5

    5,136,535       5,390,675  

Goodwill - Note 6

    4,487,546       4,610,615  

Intangibles, net - Note 7

    3,430,349       3,990,887  

Other assets - Note 8

    2,616,937       2,404,847  
    $ 36,376,628     $ 37,647,766  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Current liabilities:

               

Accounts payable

  $ 2,658,125     $ 3,360,859  

Accrued and sundry liabilities - Note 9

    2,875,600       3,359,487  

Total current liabilities

    5,533,725       6,720,346  
                 

Deferred income taxes - Note 14

    194,883       293,149  

Deferred compensation - Note 12

    534,239       554,287  

Total long-term liabilities

    729,122       847,436  
                 

Total liabilities

    6,262,847       7,567,782  
                 

Commitments and contingencies - Notes 20 and 21

               
                 

Shareholders' equity - Note 13

               

Common stock, no par value, 20,000,000 shares authorized; issued and outstanding shares 2,927,416 (2013) and 2,919,250 (2012)

    2,626,526       2,757,359  

Additional paid-in capital

    872,494       838,252  

Retained earnings

    26,828,012       26,199,977  

Accumulated other comprehensive (loss) income

    (213,251 )     284,396  

Total shareholders' equity

    30,113,781       30,079,984  
                 
    $ 36,376,628     $ 37,647,766  

 

The accompanying notes are an integral part of these consolidated financial statements.

  

 
42

 

 

Consolidated Statements of Cash Flows

 

           

Years Ended

         
   

September 28,

2013

   

September 29,

2012

   

October 1,

2011

 

OPERATING ACTIVITIES:

                       

Net income

  $ 5,067,417     $ 5,214,973     $ 3,699,066  

Adjustments to reconcile net income to net cash provided by operating activities:

                       

Depreciation

    775,767       756,656       720,478  

Amortization

    509,247       452,670       89,218  

Provision for losses on accounts receivable

    91,623       32,008       36,936  

Provision (Benefit) for deferred income taxes

    166,000       (66,000 )     164,000  

Gain on sale and disposal of property and equipment

    (916 )     -       -  

Increase in cash value of life insurance

    (184,786 )     (194,806 )     (11,848 )

Deferred compensation

    (20,048 )     (54,705 )     (51,626 )

Stock compensation expense

    34,242       72,264       69,497  

Changes in operating assets and liabilities:

                       

Accounts receivable

    295,550       (69,307 )     741,736  

Inventories

    2,898,492       520,981       (3,534,362 )

Prepaid expenses and other assets

    (296,204 )     256,544       441,060  

Accounts payable and accrued and sundry liabilities

    (1,117,533 )     (55,964 )     633,221  

Net cash provided by operating activities

    8,218,851       6,865,314       2,997,376  
                         

INVESTING ACTIVITIES:

                       

Acquisition of M.C. Healthcare

    -       (8,251,831 )     -  

Purchases of securities available for sale

    -       -       (2,760,000 )

Proceeds from sale of securities available for sale

    -       4,000,000       2,460,000  

Purchases of property and equipment

    (557,863 )     (684,327 )     (191,209 )

Proceeds from sale of property and equipment

    7,850       -       -  

Payments for other assets

    (110,586 )     (107,528 )     (102,665 )

Net cash used for investing activities

    (660,599 )     (5,043,686 )     (593,874 )
                         

FINANCING ACTIVITIES:

                       

Dividends paid

    (4,439,382 )     (1,358,425 )     (1,166,789 )

Proceeds from long-term debt

    -       9,300,000       -  

Repayment of long-term debt

    -       (9,300,000 )     -  

Purchase and retirement of common stock

    (450,000 )     -       (8,292 )

Proceeds from exercise of options for common stock

    152,647       68,946       114,790  

Net cash used for financing activities

    (4,736,735 )     (1,289,479 )     (1,060,291 )
                         

Effect of exchange rates on cash

    (62,298 )     8,747       -  

Increase in cash and cash equivalents

    2,759,219       540,896       1,343,211  

Cash and cash equivalents at beginning of year

    2,665,302       2,124,406       781,195  

Cash and cash equivalents at end of year

  $ 5,424,521     $ 2,665,302     $ 2,124,406  

  

The accompanying notes are an integral part of these consolidated financial statements.

  

 
43

 

 

Consolidated Statements of Changes in Shareholders' Equity

 

   

Common Stock

   

Additional

Paid-in

   

Retained

   

Accumulated

Other

Comprehensive

         
   

Shares

   

Amount

   

Capital

   

Earnings

   

Income/(Loss)

   

Total

 

Balance at October 2, 2010

    2,757,464     $ 870,946     $ 696,491     $ 19,811,152     $ -     $ 21,378,589  
                                                 

Net income for the 2011 fiscal year

                            3,699,066               3,699,066  

Common stock issued to Directors

    8,500       128,945                               128,945  

Common stock issued on exercise of stock options

    29,145       120,107                               120,107  

Stock repurchase

    (600 )     (8,292 )                             (8,292 )

Stock option compensation expense

                    69,497                       69,497  

Cash dividends paid or declared ($.42 per share)

                            (1,166,789 )             (1,166,789 )

Balance at October 1, 2011

    2,794,509       1,111,706       765,988       22,343,429       -       24,221,123  
                                                 

Net income for the 2012 fiscal year

                            5,214,973               5,214,973  

Foreign currency translation gain

                                    284,396       284,396  

Common stock issued for acquisition of M.C. Healthcare Products Inc.

    100,000       1,441,000                               1,441,000  

Common stock issued to Directors

    8,500       130,390                               130,390  

Common stock issued on exercise of stock options

    16,241       74,263                               74,263  

Stock option compensation expense

                    72,264                       72,264  

Cash dividends paid or declared ($.47 per share)

                            (1,358,425 )             (1,358,425 )

Balance at September 29, 2012

    2,919,250       2,757,359       838,252       26,199,977       284,396       30,079,984  
                                                 

Net income for the 2013 fiscal year

                            5,067,417               5,067,417  

Foreign currency translation loss

                                    (497,647 )     (497,647 )

Common stock issued to Directors

    8,500       164,050                               164,050  

Common stock issued on exercise of stock options

    24,666       155,117                               155,117  

Stock repurchase

    (25,000 )     (450,000 )                             (450,000 )

Stock option compensation expense

                    34,242                       34,242  

Cash dividends paid or declared ($1.515 per share) (1)

                            (4,439,382 )             (4,439,382 )

Balance at September 28, 2013

    2,927,416     $ 2,626,526     $ 872,494     $ 26,828,012     $ (213,251 )   $ 30,113,781  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

(1) Dividends per share for fiscal year 2013 include a special dividend of $1.00 per share paid on December 4, 2012.

 

 
44

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 28, 2013

 

1. SIGNIFICANT ACCOUNTING POLICIES

 

Description of Business

Span-America Medical Systems, Inc. (the “Company,” “we,” or “Span-America”), located in Greenville, SC, manufactures and distributes therapeutic support surfaces, mattress overlays, patient positioners, seating cushions, skin care products and fall prevention products for the medical market and pillows, mattress pads and various foam products for the custom products market throughout the United States and Canada. Our wholly-owned subsidiary, Span Medical Products Canada Inc. (“Span-Canada”), located in Beamsville, Ontario, Canada, manufactures and sells hospital bed frames and related case goods, tables and seating products. We are operating Span-Canada under the registered business name M.C. Healthcare Products (“M.C. Healthcare”).

 

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and Span-Canada, its wholly-owned subsidiary. Significant intra-entity accounts and transactions have been eliminated.

 

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity when purchased of three months or less to be cash equivalents. Depending on market conditions, we may maintain a centralized cash management program whereby our excess cash balances are invested in commercial paper and are considered cash equivalents. Cash balances in our accounts usually exceed federally insured limits.

 

Accounts Receivable

We provide credit in the normal course of business and perform ongoing credit evaluations on certain of our customers, but we generally do not require collateral to support these receivables. We also establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

 

Inventories

Our inventories are valued at the lower of cost (first-in, first-out method) or market.

 

Property and Equipment

Property and equipment is stated at cost. Maintenance, repairs and minor replacements that do not improve or extend the useful lives of assets are expensed when incurred. Depreciation is computed using the straight-line method. Estimated useful lives for buildings and land improvements range from 15 to 35 years. The estimated useful lives of all other property and equipment range from 3 to 15 years. For income tax purposes, substantially all depreciation is computed using accelerated methods.

 

 
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Goodwill and Intangibles

Intangible assets are amortized using the straight-line method. Costs of patents are amortized over periods ranging from 10 to 17 years, and trademarks are amortized over periods of 5 or 10 years. Trade names, non-competition agreements and customer relationships associated with the asset acquisition of M.C. Healthcare are being amortized over periods of 2.0 to 11.8 years, which represent the estimated remaining useful lives of the identifiable intangible assets. Goodwill, or costs in excess of the fair value of net assets, was acquired from three separate acquisitions. See Note 2 – Acquisition of M.C. Healthcare Products Inc. Accumulated amortization of intangible assets at September 28, 2013 and September 29, 2012 was approximately $2,519,000 and $2,062,000, respectively. Annually as of the end of our fiscal year, we review these assets for impairment. We also review long-lived assets and the related intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

 

Foreign Currency Translation

The assets and liabilities of Span-Canada, operating under the name “M.C. Healthcare Products,” which uses the Canadian dollar as its functional currency, are translated into U.S. dollars at the year-end exchange rate. Revenues and expenses are translated at weighted average exchange rates. The resulting translation adjustments are recorded as a separate component of shareholders' equity.

 

Revenue Recognition

We recognize revenue when goods are shipped and title passes to the customer. There are no customer acceptance provisions, and the right to return exists only in cases of damaged product, non-compliance with customer specifications or warranty claims. Taxes collected from customers and remitted to government authorities are recorded on a net basis (excluded from revenues).

 

We have applied the accounting and disclosure requirements of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104.

 

Advertising Costs

Advertising costs are expensed as incurred.

 

Shipping and Handling Costs

Shipping and handling costs that are not reimbursed by customers are charged to selling and marketing expenses and were approximately $2,233,000 in 2013, $2,238,000 in 2012, and $1,966,000 in 2011.

 

Customer Rebates

We offer rebates to certain of our distributors based on predetermined sales targets. These rebates vary by the type of product sold and by distributor and are based on a percentage of the applicable sales target. The rebate expense is charged as a reduction of gross sales. Rebate expense and the associated liability are calculated and recorded as the rebate-related revenue is recognized.

  

 
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Earnings Per Share of Common Stock

Earnings per share of common stock are computed based on the weighted average number of shares outstanding during each period.

 

Stock-Based Compensation

We measure and recognize compensation expense for all stock-based payments at fair value. Stock-based payments include stock option grants. We grant options to purchase common stock to some of our employees under various plans at prices equal to the market value of the stock on the dates the options were granted. New shares of stock are issued upon share option exercise. We do not have treasury stock.

 

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 for grants made in fiscal 2011: risk-free interest rate of 2.54%; dividend yield of 2.5%; volatility factor of the expected market price of our common stock of 43.02%; and a weighted average expected life of the options of 9.0 years. No options were granted during fiscal years 2013 and 2012.

 

Fiscal Year

Our fiscal year ends on the Saturday nearest to September 30. Fiscal years 2013, 2012 and 2011 were 52-week years. Fiscal year 2014 will be a 52-week year.

 

Income Taxes

The liability method is used in accounting for federal and state income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are projected to be in effect when the differences are expected to reverse. The Company’s practice is to recognize interest and penalties, if any, related to income tax matters as part of income tax expense.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes and the disclosure of contingent assets and liabilities. Although these estimates are based on our knowledge of current events and actions planned for the future, the estimates may ultimately differ from actual results.

 

Recently Issued Accounting Standards

Accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

 

In September 2011, the FASB issued guidance regarding assessing whether it is necessary to perform goodwill impairment tests on a recurring