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Note 2 - Acquisition of M.C. Healthcare Products Inc.
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Sep. 29, 2012
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| Business Combination Disclosure [Text Block] |
2. ACQUISITION
OF M.C. HEALTHCARE PRODUCTS INC.
On
December 9, 2011, we acquired, through a new wholly-owned
subsidiary, substantially all of the assets of M.C.
Healthcare Products Inc. (“MCHP” or "M.C.
Healthcare") for approximately $9,800,000, including cash
of approximately $7,980,000 at the time of closing and
approximately $354,000 for the post-closing working capital
adjustment, paid in January 2012, plus 100,000 shares of
Span-America common stock valued at approximately
$1,441,000. MCHP manufactures medical bed frames
and related products. We funded the acquisition
through a combination of cash on hand, proceeds from the
sale of securities available for sale and proceeds of
approximately $6,500,000 from our revolving credit
facility. No cash was acquired. The
excess of the consideration transferred over the net
tangible and intangible assets was reflected as goodwill of
$2,500,000.
The
allocation of the total consideration to the fair value of
the assets acquired and liabilities assumed in U.S. dollars
as of December 9, 2011 is as follows:
For
the period from December 9, 2011, the date of the
acquisition, through September 29, 2012, MCHP contributed
net revenues of approximately $10,284,000 and operating
income of approximately $964,000. These results
are included in the Consolidated Financial
Statements.
Pro-forma
information for the years ended September 29, 2012 and
October 1, 2011 as if the purchase had occurred on October
2, 2010 are below. See Form 8-K/A filed on
February 24, 2012 for additional information.
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