SPAN AMERICA MEDICAL SYSTEMS INC
10-Q, 1999-05-18
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                      ------------------------------------
                                    FORM 10-Q
                      ------------------------------------


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

                  FOR THE QUARTERLY PERIOD ENDED APRIL 3, 1999.

                                       OR

             TRANSITIONAL 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                      (I.R.S. Employer
       incorporation or organization)                    Identification Number)

                               70 Commerce Center
                        Greenville, South Carolina 29615
               --------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (864) 288-8877

                                 Not Applicable
                                 --------------
Former name, former address and former fiscal year, if changed since last 
report.

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 periods 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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practical date.

        Common Stock, No Par Value - 2,495,400 shares as of May 1, 1999.

<PAGE>



                                      INDEX

                       SPAN-AMERICA MEDICAL SYSTEMS, INC.


PART I.   FINANCIAL INFORMATION
- -------------------------------
<TABLE>
<CAPTION>
<S>                                                                                                                     <C>    

Item 1.  Financial Statements (Unaudited)

         Balance Sheets - April 3, 1999 and October 3, 1998...........................................................   3

         Statements of Income - three and six months ended April 3, 1999 and March 28, 1998...........................   4

         Statements of Cash Flows - six months ended April 3, 1999 and March 28, 1998.................................   5

         Notes to Financial Statements - April 3, 1999................................................................   6

Item 2.  Management's Discussion and Analysis of Interim
                     Financial Condition and Results of Operations....................................................   9

PART II.  OTHER INFORMATION...........................................................................................  14
- ---------------------------

Item 1.           Legal Proceedings
Item 2.           Changes in Securities
Item 3.           Defaults upon Senior Securities
Item 4.           Submission of Matters to a Vote of Security Holders
Item 5.           Other Information
Item 6.           Exhibits and Reports on Form 8-K

SIGNATURES............................................................................................................  15
- ----------
</TABLE>

                                       2

<PAGE>




PART 1.   FINANCIAL INFORMATION
          ---------------------
ITEM 1.   Financial Statements


                                        SPAN-AMERICA MEDICAL SYSTEMS, INC.
                                                  BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                          April 3,            Oct. 3
                                                                                            1999               1998
                                                                                        (Unaudited)           (Note) 
                                                                                        -----------           ------- 
<S>                                                                                   <C>                  <C>    
ASSETS
Current Assets
Cash and equivalents                                                                   $   572,644          $  1,121,437
Securities available for sale                                                            3,077,143             2,602,056
Accounts receivable, net of allowances of $372,000 at April 3,
     1999 and $429,000 at October 3, 1998                                                3,937,933             4,809,352
Inventories - Note D                                                                     2,133,076             2,117,994
Prepaid expenses and other                                                                 312,728               312,929
Income tax refund due                                                                                            400,000
                                                                                       -----------          ------------

Total current assets                                                                    10,033,524            11,363,768

Property and equipment, net - Note E                                                     3,673,477             3,821,735
Costs in excess of fair value of net assets acquired,
       net of accumulated amortization of $659,208 at April 3,
       1999 and $585,496 at October 3, 1998                                              2,292,688             2,366,400
Other assets - Note F                                                                    1,967,390             1,860,417
                                                                                      ------------           -----------
                                                                                       $17,967,079           $19,412,320
                                                                                       ===========           ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable                                                                       $ 1,572,031           $ 1,549,232
Accrued and sundry liabilities                                                             866,190             1,065,999
                                                                                        ----------             ---------

Total current liabilities                                                                2,438,221             2,615,231

Deferred income taxes and compensation                                                   1,096,624             1,100,681

Shareholders' Equity
Common Stock, no par value, 20,000,000 shares authorized; issued and outstanding
    shares 2,626,000 at April 3, 1999 and
     2,820,029 shares at October 3, 1998                                                   218,695             1,426,079
Additional paid-in capital                                                                  67,463                67,463
Retained earnings                                                                       14,146,076            14,202,866
                                                                                       -----------           -----------

Total shareholders' equity                                                              14,432,234            15,696,408
                                                                                       -----------           -----------
                                                                                       $17,967,079           $19,412,320
                                                                                       ===========           ===========

</TABLE>

Note:  The Balance Sheet at October 3, 1998 has been derived from the audited 
       financial statements at that date.

See Notes to Financial Statements.

                                       3
<PAGE>


                       SPAN-AMERICA MEDICAL SYSTEMS, INC.

                              STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  Three Months Ended                              Six Months Ended
                                              April 3,            March 28,                  April 3,             March 28,
                                               1999                 1998                      1999                   1998         
                                            ------------         -----------            -----------------       ---------------- 
<S>                                        <C>                  <C>                      <C>                    <C>    
Net sales                                   $6,500,252           $7,379,095               $11,676,669            $13,733,353
Cost of goods sold                           4,800,377            4,978,371                 8,476,613              9,366,287
                                             ---------            ---------                 ---------              ---------
Gross profit                                 1,699,875            2,400,724                 3,200,056              4,367,066

Selling and marketing expenses               1,141,277            1,130,596                 2,201,804              2,167,931
General and administrative expenses            594,202              578,040                 1,050,606              1,193,176
                                            ----------           ----------                ----------             ----------
Operating (loss)/income                        (35,604)             692,088                   (52,354)             1,005,959
Other income:
Investment income and other                     83,235               95,592                   173,910                212,157
                                           -----------            ---------                ----------             ----------
Income before income taxes
    and discontinued operations                 47,631              787,680                   121,556              1,218,116
Provision for income taxes                      17,000              292,000                    43,000                451,000
                                            ----------           ----------               -----------             ----------
Income from continuing operations               30,631              495,680                    78,556                767,116
Income from discontinued operations
    net of income taxes                             -                13,310                         -                153,530
                                           -----------          -----------               -----------            -----------
NET INCOME                                 $    30,631          $   508,990               $    78,556            $   920,646
                                           ===========          ===========               ===========            ===========


Earnings per share of common
    stock - Note C
 Income from continuing operations:
    Basic                                         $.01                 $.17                      $.03                   $.25
    Diluted                                       $.01                 $.16                      $.03                   $.24

    Income from discontinued operations 
            net of income taxes:
    Basic                                         $.00                 $.00                      $.00                   $.05
    Diluted                                       $.00                 $.00                      $.00                   $.05

Net income:
    Basic                                         $.01                 $.17                      $.03                   $.30
    Diluted                                       $.01                 $.16                      $.03                   $.29

Dividends per common share                       $.025                $.025                      $.05                   $.05

Weighted averages shares outstanding
    Basic                                    2,627,631            2,986,211                 2,661,891              3,048,949
    Diluted                                  2,657,496            3,097,568                 2,700,989              3,160,590

See Notes to Financial Statements.
</TABLE>

                                       4
<PAGE>



                       SPAN-AMERICA MEDICAL SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                             Six Months Ended
                                                                        April 3,            March 28,
                                                                          1999                 1998  
                                                                       ----------           ---------
<S>                                                                     <C>                  <C>    
OPERATING ACTIVITIES
Net income                                                               $ 78,556             $920,646
Adjustments to reconcile net income to
net cash provided by operating activities:
        Depreciation and amortization                                     384,146              494,834
        Provision for losses on accounts receivable                        26,223               29,000
        Change in cash value of life insurance                           (125,466)             (85,466)
        Deferred compensation                                              (4,057)              (3,312)
        Changes in operating assets and liabilities:
               Accounts receivable                                        860,109              620,821
               Inventory                                                  (15,082)            (295,685)
               Prepaid expenses and other current assets                   36,030               22,554
               Income tax refund due                                      400,000
               Accounts payable and accrued expenses                     (177,011)          (1,398,089)
                                                                       -----------          ------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                               1,463,448              305,303

INVESTING ACTIVITIES
Sale of Contract Packaging                                                                   1,842,300
Purchases of marketable securities                                     (1,010,000)          (3,177,696)
Proceeds from the sale of marketable securities                           520,000            2,885,382
Purchases of property, plant and equipment                               (109,302)            (368,693)
Payments for other assets                                                 (30,209)             (14,110)
                                                                         ---------            ---------

NET CASH (USED FOR)/PROVIDED BY
    INVESTING ACTIVITIES                                                 (629,511)           1,167,183

FINANCING ACTIVITIES
Dividends paid                                                           (135,346)            (155,877)
Common Stock issued upon exercise of options                              138,250               48,000
Purchase and retirement of Common Stock                                (1,385,634)          (2,411,801)
                                                                      ------------      ---------------

NET CASH (USED FOR) FINANCING ACTIVITIES                               (1,382,730)          (2,519,678)
                                                                      ------------        ------------

(DECREASE) IN CASH AND CASH EQUIVALENTS                                  (548,793)          (1,047,192)
Cash and cash equivalents at beginning of period                        1,121,437            1,605,474
                                                                       ----------           ----------

CASH AND CASH EQUIVALENTS AT
     END OF PERIOD                                                     $  572,644            $ 558,282
                                                                       ==========            =========
                   
</TABLE>

See Notes to Financial Statements.

                                       5
<PAGE>









                       SPAN-AMERICA MEDICAL SYSTEMS, INC.
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                                  April 3, 1999


NOTE A - BASIS OF PRESENTATION
         ---------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six months periods ended April 3,
1999 are not necessarily indicative of the results that may be expected for the
year ended October 2, 1999. For further information, refer to the Company's
annual report on Form 10-K for the year ended October 3, 1998.

NOTE B - SALE OF CONTRACT PACKAGING BUSINESS UNIT
         ----------------------------------------

On February 27, 1998, the Company sold substantially all of the assets of its
contract packaging business unit. The purchase price for the contract packaging
assets was $2.3 million, with $1.84 million paid in cash at closing and the
remainder financed by Span-America over five years. No gain or loss was recorded
as a result of the sale. The Company's results for the six months ended March
28, 1998 have been restated to reflect the contract packaging business as a
discontinued operation.

Operating results of the discontinued contract packaging operations are as
follows:
<TABLE>
<CAPTION>

                                           Three Months Ended                 Six Months Ended
                                         April 3,          March 28,      April 3,       March 28,
                                            1999               1998          1999              1998      
                                        -----------       -----------     ----------     ----------
<S>                                         <C>           <C>                <C>        <C>    
Net sales                                    -             1,264,367          -          $3,170,055
Income before income taxes                                    21,310                        244,530
Provision for income taxes                                     8,000                         91,000
                                          ---------       ----------        --------     ----------
Income from discontinued operations                           13,310                     $  153,530
                                          =========       ==========        ========     ========== 
</TABLE>


NOTE C - EARNINGS PER COMMON SHARE

In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, EARNINGS PER SHARE. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants, and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented, and where necessary, restated to conform to the
Statement 128 requirements.


                                       6
<PAGE>


NOTE C  -  EARNINGS PER COMMON SHARE, continued
           -------------------------

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
                                                           Three Months Ended               Six Months Ended
                                                       April  3,       March 28,         April 3,    March 28,
                                                         1999             1998            1999          1998     
                                                       -----------     -----------     ----------   ------------ 
<S>                                                  <C>             <C>             <C>             <C>    
Numerator for basic and diluted earnings per share:
Income from continuing operations                     $      30,631   $     495,680   $      78,556   $     767,116
Income from discontinued operations,
   net of income taxes                                                       13,310                         153,530

NET INCOME                                            $      30,631   $     508,990   $      78,556   $     920,646
                                                      =============   =============   =============   =============
Denominator:
    Denominator for basic earnings per share
          weighted average shares                         2,627,631       2,986,211       2,661,891       3,048,949

    Effect of dilutive securities:
          Employee and Board stock options                   29,865         111,357          39,098         111,641
                                                      -------------   -------------   -------------   -------------
    Denominator for diluted earnings per share
          adjusted weighted average shares
          and assumed conversions                         2,657,496       3,097,568       2,700,989       3,160,590
                                                      =============   =============   =============   =============

Income from continuing operations:
    Basic                                                     $ .01           $ .17           $ .03           $ .25
    Diluted                                                   $ .01           $ .16           $ .03           $ .24
                                                                                                              
Income from discontinued operations net of                                                                    
  income taxes:                                                                                               
    Basic                                                     $ .00           $ .00           $ .00           $ .05
    Diluted                                                   $ .00           $ .00           $ .00           $ .05
                                                                                                              
Net income:                                                                                                   
    Basic                                                     $ .01           $ .17           $ .03           $ .30
    Diluted                                                   $ .01           $ .16           $ .03           $ .29
</TABLE>         



NOTE D - INVENTORIES

 The components of inventories are as follows:

                                         April 3,              Oct. 3,
                                          1999                  1998
                                         ------                 ----     
 Raw Materials                        $1,586,699              $1,568,262
 Finished Goods                          546,377                 549,732
                                     -----------              -----------
                                      $2,133,076               $2,117,994
                                      ==========               ==========



                                        7


<PAGE>



NOTE E - PROPERTY AND EQUIPMENT
         ----------------------

Property and equipment, at cost, is summarized by major classification as
follows:
                                              April 3,                Oct. 3,
                                                1999                   1998    
                                                -----                  ----
Land                                        $  317,343             $  317,343
Land Improvements                              240,016                240,016
Buildings                                    3,697,676              3,642,151
Machinery & Equipment                        5,296,623              5,242,846
Furniture & Fixtures                           517,552                517,552
Automobiles                                      9,520                  9,520
Leasehold Improvements                          66,006                 66,006
                                         -------------            ------------
                                            10,144,736             10,035,434
Less Accumulated Depreciation                6,471,259              6,213,699
                                         -------------            ------------
                                           $ 3,673,477            $ 3,821,735
                                           ===========            ===========

NOTE F - OTHER ASSETS

Other assets consist of the following:
                                                 April 3,            Oct. 3,
                                                   1999                1998 
                                                   ----                ----   
Patents, net of accumulated
    amortization of $739,628 at
    April 3, 1999 and $686,755 at
    October 3, 1998                             $ 520,030            $ 542,695

Cash value of life insurance
    policies                                    1,348,957            1,223,491

Other                                              98,403               94,231
                                               ----------           ----------
                                               $1,967,390           $1,860,417
                                               ==========           ==========

NOTE G - CONTINGENCIES
         -------------

The company previously reported that it was a defendant in a legal action
involving a claim relating to a terminated employee. The claim has been settled,
and the settlement amount was not material to the Company's operations or
financial condition.

In addition to the case mentioned above, from time to time the company is a
defendant in legal actions involving claims arising in the normal course of
business. The company believes that, as a result of legal defenses, insurance
arrangements and indemnification provisions with the parties believed to be
financially capable, none of these actions should have a material effect on its
operations or its financial condition.

                                       8
<PAGE>



                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
              INTERIM FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         RESULTS OF OPERATIONS
         ---------------------

         On February 27, 1998 the Company sold substantially all of the assets
         of its contract packaging business unit. The Company's results for
         fiscal 1998 have been restated to reflect the sale of the contract
         packaging business as a discontinued operation.

         During the first quarter of 1999 the Company closed its consumer foam
         plant and consolidated those operations into the Company's primary
         manufacturing plant in Greenville, SC. As a result of this change the
         company will now report on two segments of business: medical and custom
         products. The custom products segment includes those products formerly
         reported in the consumer and industrial product segments.

         Net sales from continuing operations for the second quarter of fiscal
         1999 declined 12% to $6.5 million compared to $7.4 million in the
         second quarter of fiscal 1998. For the year to date in fiscal 1999, net
         sales from continuing operations decreased 15% to $11.7 million from
         $13.7 million in the same period last year. The decreases in sales for
         both the quarter and year to date were primarily due to lower sales in
         the custom products segment, resulting from two discontinued lines of
         consumer foam mattress pads last year.

         Net income from continuing operations for the second quarter of 1999
         decreased to $30,600 or $.01 per diluted share, compared to $496,000 or
         $.16 per diluted share, in the second quarter of fiscal 1998. Net
         income from continuing operations for the first half of fiscal 1999 was
         $78,600, or $.03 per diluted share, compared to $767,100 or $.24 per
         diluted share in fiscal 1998. The decreases in earnings were mainly due
         to lower sales volume and slightly higher manufacturing costs.

         The Company's total medical sales decreased by 1% to $4.1 million in
         the second quarter this year from $4.2 million in the same quarter last
         year. Mattress sales were up 28%. However, overlay sales, which
         comprise a larger percentage of total medical sales, were down 22%.
         Seating product sales were up 9% for the second quarter of fiscal 1999
         compared with the same quarter last year. For the year to date in
         fiscal 1999, medical sales increased by 1% to $7.73 million from $7.67
         million in the same period last year as higher unit and dollar volume
         of mattress sales offset reduced unit sales of mattress overlays.
         Management expects that sales of medical products in 1999 will be
         slightly lower than those of fiscal 1998.

         Sales of custom products decreased by 26% during the second quarter to
         $2.4 million from $3.2 million in the same period last year. Year to
         date sales of custom products decreased 35% to $3.9 million from $6.1
         million. The sales declines were caused by two discontinued consumer
         product lines and lower sales of TerryFoam products. In


                                        9
<PAGE>


         the second quarter the weakness in consumer product sales was somewhat
         offset by record sales of industrial products, which grew 33% to $1.3
         million as a result of new customers and continued healthy demand from
         existing customers. Management expects consumer foam sales in fiscal
         1999 to be less than those of fiscal year 1998 levels as a result of
         last year's decision to discontinue the two consumer product lines.

         The Company's gross profit declined by approximately 29% to $1.7
         million for the second quarter of 1999 from $2.4 million in the second
         quarter of fiscal 1998. The gross margin percentage for the second
         quarter of fiscal 1999 decreased to 26% compared to 33% in the second
         quarter last year. Year-to-date gross profit declined 27% to $3.2
         million in the first six months of fiscal 1999 from $4.4 million for
         the same period last year. The year-to-date gross margin percentage
         declined to 27% as compared to 32% for the same period last year. The
         decreases in gross profit level and gross margin percentage resulted
         from lower sales volume and slightly higher manufacturing costs.
         Management expects the Company's gross margin percentage for fiscal
         1999 to be less than that of fiscal 1998.

         Sales and marketing expenses remained level at $1.1 million for the
         second quarter of fiscal 1999 as compared to the same quarter last
         year. For the year to date in fiscal 1999, these expenses also remained
         level at $2.2 million as compared to the same period last year. Total
         sales and marketing expenses for fiscal 1999 are expected to be similar
         to those of fiscal 1998.

         General and administrative expenses increased 3% for the second quarter
         of fiscal 1999 to $594,000 as compared to $578,000 in the second fiscal
         quarter of last year. For the fiscal year to date in 1999 general and
         administrative expenses were down 12% to $1.1 million as compared to
         $1.2 million in the first six months of fiscal 1998. The decline in
         general and administrative expenses for the six months ended April 3,
         1999 resulted from lower compensation costs and an increase in the cash
         value of life insurance. General and administrative expenses for the
         1999 fiscal year are expected to be slightly lower than those of fiscal
         1998.

         During the first six months of fiscal 1999, the Company paid dividends
         of $135,300, or 172% of net income for the year-to-date period. This
         amount represented two quarterly dividends of $.025 per share.

         The statements contained in "Results of Operations" which are not
         historical facts are forward-looking statements that involve risks and
         uncertainties. Management wishes to caution the reader that these
         forward-looking statements such as the Company's expectations for
         future sales and expense levels as compared to previous periods are
         forecasts. Actual events or results may differ materially as a result
         of risks facing the Company. Such risks include but are not limited to:
         (a) the loss of a major distributor of the Company's products, (b) the
         inability to achieve anticipated sales volumes, (c) changes in
         relationships with large customers, (d) the impact of competitive
         products and pricing, (e) government reimbursement changes in the


                                       10
<PAGE>



         medical market, (f) F.D.A. regulation of medical device manufacturing,
         (g) raw material and labor cost increases, and (h) other risks
         referenced in the Company's Annual Report on Form 10-K.


                                       11
<PAGE>



         LIQUIDITY AND CAPITAL RESOURCES
         -------------------------------

         In connection with the Company's sale of it contract packaging business
         unit all assets relating to that business unit have been reclassified
         as assets or liabilities relating to discontinued operations. All
         assets and liabilities discussed in this section relate to continuing
         operations. All assets and liabilities related to discontinued
         operations were converted to cash before fiscal year end 1998.

         The Company generated cash from continuing operations of approximately
         $1.5 million during the first six months of fiscal 1999. The Company's
         working capital decreased by $1.2 million or 13% during the six months
         ended April 3, 1999 as a result of the repurchase of stock as discussed
         below. The Company's current ratio declined to 4.12 at April 3, 1999
         from 4.35 at fiscal year end 1998.

         Accounts receivable, net of allowances, decreased 18% to $3.9 million
         at the end of the second quarter of 1999 as compared to $ 4.9 million
         at the end of fiscal 1998 due to the discontinued consumer product
         lines mentioned above, and the collection of related accounts
         receivable. All of the Company's accounts receivable are unsecured.

         Inventory remained level at $ 2.1 million. Management expects little
         change in inventory levels during the remainder of fiscal 1999.

         Net property and equipment decreased by $148,000, or 4%, during the
         first six months of fiscal 1999 primarily as a result of normal
         depreciation expense. Management expects capital expenditures during
         the remainder of fiscal 1999 to be similar to those of the first half
         of the fiscal year.

         In various transactions during the first six months of fiscal 1999, the
         Company repurchased 234,029 shares, of its common stock for
         approximately $1.4 million ($4.62 to $6.06 per share) in private
         transactions from unaffiliated sellers. The repurchased shares were
         retired.

         Accrued and sundry liabilities decreased by $199,800 (19%) to $ 866,200
         as compared to $1.1 million at fiscal year end 1998 primarily due to a
         decrease in accrued property taxes and income taxes payable.

         IMPACT OF INFLATION
         -------------------

         Inflation was not a significant factor for the Company during the first
         two quarters of fiscal 1999. Higher inflation rates could impact the
         Company primarily through higher raw material costs. The Company's
         profit margin could be adversely affected to the extent that the
         Company is unable to pass along to its customers any increased costs.

                                       12
<PAGE>




         YEAR 2000
         ---------

         The year 2000 issue is the result of computer programs being written
         using two digits rather than four to define the applicable year. Any of
         the Company's computer programs or hardware that have date-sensitive
         software or embedded chips may recognize a date using "00" as the year
         1900 rather than the year 2000. This could result in system failures or
         miscalculations causing disruptions of operations, including, among
         other things a temporary inability to process transactions, send
         invoices or engage in similar normal business activities. In addition,
         disruptions to the economy generally resulting from Year 2000 could
         also materially adversely affect the company.

         The Company has fully completed its assessment, remediation, testing
         and implementation of all significant information technology systems
         that could be affected by the year 2000. The Company has also conducted
         a review of its product lines and has determined that most of the
         products it has sold and will continue to sell do not require
         modification to be Year 2000 compliant.

         The Company has not incurred substantive Year 2000 costs and does not
         anticipate any substantive Year 2000 costs in the future.

         The Company has been in contact with suppliers and major customers to
         confirm that they are or will be Year 2000 compliant. The Company does
         not directly interface with any significant third party vendors. To
         date, the company is not aware of any external agent with a Year 2000
         issue that would materially impact the company's results of operations,
         liquidity or capital resources. However, the company has no means of
         ensuring that external agents will be Year 2000 ready. The inability of
         external agents to complete their Year 2000 resolution process in a
         timely fashion could materially impact the company. The effect of
         non-compliance by external agents is not determinable.

         Management of the Company believes it has resolved its material Year
         2000 issues. In the event that unexpected Year 2000 issues arise, the
         company has contingency plans for certain critical applications. These
         contingency plans involve, among other actions, manual workarounds,
         increasing inventories and adjusting staffing strategies.


                                       13
<PAGE>



         PART II.     OTHER INFORMATION
                      -----------------

         ITEM 1.      Legal Proceedings

                  The company previously reported that it was a defendant in a
           legal action involving a claim relating to a terminated employee. The
           claim has been settled, and the settlement amount was not material to
           the Company's operations or financial condition.

               The Company is from time to time a party to various legal actions
         arising in the normal course of business. However, management believes
         that as a result of legal defenses and insurance arrangements, there
         are no proceedings threatened or pending against the Company that, if
         determined adversely, would have a material adverse effect on the
         business or the Company's operations or financial position.


         ITEM 2.   Changes in Securities - None

         ITEM 3.   Defaults Upon Senior Securities - None

         ITEM 4.   Submission of Matters to a Vote of Security Holders - None

         ITEM 5.   Other Information - None

         ITEM 6.   Exhibits & Reports on Form 8-K

                       (a) Exhibit 27 Financial Data Schedule
                            (For SEC Use Only)

                       (b) None

                                       14
<PAGE>





                                   SIGNATURES



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


                                    SPAN-AMERICA MEDICAL SYSTEMS, INC.




                                          /s/ Richard C. Coggins 
                                          -------------------------------------
                                          Richard C. Coggins
                                          Vice President - Finance






                                          /s/ James D. Ferguson    
                                          -------------------------------------
                                          James D. Ferguson
                                          President and Chief Executive Officer




                                    DATE:     May 14, 1999

                                       15


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