<PAGE>
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1997
----------------------------------------
Commission File Number 0-12938
------------------------------
Invacare Corporation
--------------------
(Exact name of registrant as specified in its charter)
Ohio 95-2680965
- - ------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No)
incorporation or organization)
One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036
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(Address of principal executive offices)
(216) 329-6000
--------------
(Registrant's telephone number, including area code)
899 Cleveland Street, P.O. Box 4028, Elyria, Ohio 44036
-------------------------------------------------------
(Former name, former address and former fiscal year, if change
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
As of November 12, 1997 the company had 28,242,472 Common Shares and 1,437,467
Class B Common Shares outstanding.
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2
INVACARE CORPORATION
INDEX
Part I. FINANCIAL INFORMATION: Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet -
September 30, 1997 and December 31, 1996....................3
Condensed Consolidated Statement of Earnings -
Three and Nine Months Ended September 30, 1997 and 1996.....4
Condensed Consolidated Statement of Cash Flows -
Nine Months Ended September 30, 1997 and 1996...............5
Notes to Condensed Consolidated Financial
Statements - September 30, 1997.............................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............7
Part II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K....................................12
SIGNATURES...................................................................12
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3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheet - (unaudited)
September 30, December 31,
1997 1996
------------- ------------
ASSETS (In thousands)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 5,427 $ 4,431
Marketable securities 3,141 3,569
Trade receivables, net 108,384 105,432
Installment receivables, net 51,004 51,995
Inventories 66,642 78,934
Deferred income taxes 21,873 7,181
Other current assets 6,625 7,178
-------- -------
TOTAL CURRENT ASSETS 263,096 258,720
OTHER ASSETS 51,776 49,459
PROPERTY AND EQUIPMENT, NET 78,115 77,830
GOODWILL, NET 110,698 123,619
-------- --------
TOTAL ASSETS $503,685 $509,628
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 45,726 $ 40,723
Accrued expenses 72,644 50,900
Accrued income taxes 2,457 1,563
Current maturities of long-term obligations 4,667 4,582
------- ------
TOTAL CURRENT LIABILITIES 125,494 97,768
LONG-TERM OBLIGATIONS 163,900 173,263
DEFERRED INCOME TAXES (7,528) 0
SHAREHOLDERS' EQUITY
Preferred shares 0 0
Common shares 7,154 7,103
Class B common shares 359 360
Additional paid-in-capital 73,823 71,143
Retained earnings 155,448 167,561
Adjustment to shareholders' equity (7,742) (833)
Treasury shares (7,223) (6,737)
------- -------
TOTAL SHAREHOLDERS' EQUITY 221,819 238,597
-------- -------
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $503,685 $509,628
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
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4
<TABLE>
<CAPTION>
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Earnings - (unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
(In thousands, except per share data)
-----------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $166,144 $158,146 $482,660 $451,776
Cost of products sold 113,685 104,942 334,495 305,590
---------------------- -----------------------
GROSS PROFIT 52,459 53,204 148,165 146,186
Selling, general and administrative expenses 34,234 35,181 100,143 101,243
Non-recurring unusual charge 61,100 61,100 -
----------------------- -----------------------
INCOME FROM OPERATIONS (42,875) 18,023 (13,078) 44,943
Net interest income (expense) (763) (577) (2,313) (1,662)
----------------------- -----------------------
EARNINGS BEFORE INCOME TAXES (43,638) 17,446 (15,391) 43,281
Income taxes (15,390) 6,800 (4,380) 16,875
----------------------- -----------------------
NET EARNINGS $(28,248) $ 10,646 $(11,011) $ 26,406
======================= =======================
NET EARNINGS PER SHARE $ (.93) $ .35 $ (.36) $ .87
======================= =======================
DIVIDEND DECLARED PER COMMON SHARE $ .0125 $ .0125 $ .0375 $ .0375
======================= =======================
WEIGHTED AVERAGE SHARES OUTSTANDING 30,362 30,453 30,355 30,387
=================== == =======================
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
5
<TABLE>
<CAPTION>
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows - (unaudited)
Nine Months Ended
September 30,
1997 1996
---- ----
OPERATING ACTIVITIES (In thousands)
<S> <C> <C>
Net earnings $(11,011) $26,406
Adjustments to reconcile net earnings to
net cash required by operating activities:
Non-recurring unusual charge 38,900 0
Depreciation and amortization 13,813 13,220
Provision for losses on receivables 2,018 1,507
Provision for deferred income taxes (170) (341)
Provision for other deferred liabilities 2,242 1,954
Changes in operating assets and liabilities:
Trade receivables (10,249) 980
Inventories 4,582 (16,607)
Other current assets (390) 1,535
Accounts payable 6,367 4,884
Accrued expenses (5,311) (6,517)
--------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 40,791 27,021
INVESTING ACTIVITIES
Purchases of property and equipment (26,698) (15,689)
Proceeds from sale of property and equipment 331 102
Installment sales contracts written (54,299) (46,062)
Payments received on installment sales contracts 48,563 34,779
Marketable securities purchased (3,529) (1,153)
Marketable securities sold 3,990 175
Increase in other investments 4,636 (3,734)
Increase in other long term assets (6,684) (2,616)
Business acquisitions, net of cash acquired (1,938) (24,860)
Other (415) (1,472)
--------- --------
NET CASH REQUIRED BY INVESTING ACTIVITIES (36,043) (60,530)
FINANCING ACTIVITIES
Proceeds from revolving lines of credit and long-term borrowings 37,855 73,175
Principal payments on revolving lines of credit, long-term debt
and capital lease obligations (42,877) (38,717)
Proceeds from exercise of stock options 2,607 3,522
Dividends paid (1,102) (1,093)
Purchase of treasury stock 0 (2,250)
--------- --------
NET CASH (REQUIRED)/PROVIDED BY FINANCING ACTIVITIES
(3,517) 34,637
Effect of exchange rate changes on cash (235) (209)
---------- --------
Increase (decrease) in cash and cash equivalents 996 919
Cash and cash equivalents at beginning of period 4,431 4,132
---------- -------
Cash and cash equivalents at end of period $ 5,427 $ 5,051
========== =======
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
6
INVACARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
(Unaudited)
Nature of Operations -- Invacare Corporation and its subsidiaries (the
"company") is the leading home medical equipment manufacturer in the world based
on its distribution channels, the breadth of its product line and sales. The
company designs, manufactures and distributes an extensive line of medical
equipment for the home health care and extended care markets. The company's
products include standard manual wheelchairs, motorized and lightweight
prescription wheelchairs, motorized scooters, patient aids, home care and
institutional beds, low air loss therapy products, home respiratory, ambulatory
infusion pumps and seating and positioning products.
Principles of Consolidation -- In the opinion of the company, the accompanying
unaudited condensed consolidated financial statements are prepared in accordance
with generally accepted accounting principles which require management to make
estimates and assumptions that affect the amounts reported in the financial
statements. Actual results may differ from these estimates. The accompanying
financial statements include all adjustments, which were of a normal recurring
nature, necessary to present fairly the financial position of the company as of
September 30, 1997 and December 31, 1996, and the results of its operations for
the three and nine months ended September 30, 1997 and 1996 and changes in its
cash flows for the nine months ended September 30, 1997 and 1996. The results of
operations for the three and nine months ended September 30, 1997, are not
necessarily indicative of the results to be expected for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements contained in the company's annual financial statements and notes.
Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the presentation used for the period ended
September 30, 1997.
Earnings Per Share of Common Stock -- In February 1997, the Financial Accounting
Standards Board issued SFAS No. 128 "Earnings Per Share." The new standard
applies to entities with publicly held common stock and requires a dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures. In addition, disclosure of the
reconciliation of the numerator and denominator used in the computation of
diluted EPS is required. Primary EPS will be simplified and replaced by basic
EPS, which is computed by dividing income available to common stockholders by
the weighted-average number of common shares outstanding for the period. Fully
diluted EPS has not been changed significantly and will be renamed diluted EPS.
The standard is effective for financial statements issued for periods after
December 15, 1997, and requires restatement of all prior EPS data presented.
Application of the standard is expected to cause an increase in reported basic
EPS over amounts reported as primary EPS, however the company has not yet
determined the impact of this standard on the consolidated financial statements.
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7
Statement of Cash Flows -- The company made payments (in thousands) of
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1997 1996
------------------------------
<S> <C> <C>
Interest $8,559 $7,462
Income Taxes 17,522 21,330
</TABLE>
Inventories -- Inventories consist of the following components (in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
--------------------------------------
<S> <C> <C>
Raw materials $ 20,044 $ 25,137
Work in process 10,346 12,022
Finished goods 36,252 41,775
-------------------------------------
$ 66,642 $ 78,934
=====================================
</TABLE>
The inventory determination under the LIFO method can only be made at the end of
each fiscal year based on the inventory levels and cost at that point,
therefore, interim LIFO determinations are based on management's estimates of
expected year-end inventory levels and costs.
Property and Equipment -- Property and equipment consist of the following (in
thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
-------------------------------------
<S> <C> <C>
Land, buildings and improvements $ 33,655 $ 35,779
Machinery and equipment 105,435 104,297
Furniture and fixtures 9,936 10,693
Leasehold improvements 6,883 7,330
-------------------------------------
155,909 158,099
Less allowance for depreciation (77,794) (80,269)
-------------------------------------
$ 78,115 $ 77,830
=====================================
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
NET SALES
Net sales for the three and nine months ended September 30, 1997 increased by
5.1% and 6.8%, respectively, over the same period a year ago. For the quarter,
acquisitions accounted for 1.0% of the increase while currency translation
negatively impacted sales by 2.9%. Year to date, acquisitions contributed 3.2%
with foreign currency having a 2.0% negative impact. Sales for the three and
nine months ended September 30, 1997 were also negatively impacted by reduced
sales to the Company's largest customer. The reduction in sales to this customer
impacted reported sales growth by approximately 4.0% for both the quarter and
year to date.
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8
Power and personal care posted the largest increases for the quarter and year to
date. Sales increased principally due to higher unit volumes. The volume
increases were offset by the effects of a continuing competitive pricing
environment primarily in the Respiratory Product Group.
North American Operations
Rehab Products Group. Sales of the Rehab Products Group, which consists of the
power wheelchairs, custom manual wheelchairs and seating and positioning
business units, increased 18.9% for the quarter. The increase was primarily a
result of continued strong volume growth in low end power chairs and scooter
products, offset by competitive pricing in the low end product lines. Year to
date, Rehab group sales increased 16.0%.
Standard Products Group. Sales of the Standard Products Group, which consists of
the manual wheelchairs, patient transport, personal care, beds, low air loss
therapy, Invacare Health Care Furnishings and retail business units, increased
7.4%, including an impact of 2.4% which resulted from the acquisition of
Silcraft, a bathing equipment and patient lift manufacturer. The manual
wheelchairs, patient transport, personal care, beds and low air loss therapy
product lines each posted sales increases, with personal care sales showing
significant volume gains. Year to date, Standard Products Group sales increased
10%.
Respiratory Products Group. Sales of the Respiratory Products Group, which
consists of the oxygen concentrator, liquid oxygen, aerosol therapy and
associated respiratory products business units, increased 7.4% for the quarter
and were up 1% for the nine months ended September 30, 1997. The quarter growth
was a result of volume increases in oxygen concentrator and aerosol therapy
offset by continued pricing pressure across the majority of the respiratory
product lines.
In August of the third quarter, the Balanced Budget Act of 1997 was passed
finalizing a 25% cut for oxygen reimbursement effective January 1, 1998 with an
additional 5% effective January 1, 1999. The uncertainty which preceded this
announcement adversely impacted sales for the quarter and year to date.
Other. Other, consisting primarily of the company's Canadian, Australian and New
Zealand operations, aftermarket parts business and ambulatory infusion pumps had
a 2.2% sales increase. Canada continues to show solid growth as a result of
strong power, standard wheelchairs and respiratory product sales. For the first
nine months sales for this group increased 14.8% with 10.3% coming from
acquisitions.
European Operations
European sales increased 2.6%, excluding the negative impact of 11.5% from
foreign currency translation. In the first nine months, sales for Europe
increased 1.8% excluding the negative impact of 8.9% from foreign currency.
Sales continue to be negatively impacted by market pressures from reduced
government spending, especially in Germany.
<PAGE>
9
GROSS PROFIT
Gross profit as a percentage of net sales for the three and nine month periods
ending September 30, 1997 was 31.6% and 30.7%, respectively, compared to 33.6%
and 32.4% for the same periods last year. Margins for North American operations
declined primarily as a result of increased freight costs and continued pricing
pressure. European gross margins decreased as a result of overall price
declines, mix changes in products sold and the continued effects of a strong
U.S.dollar.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expense as a percentage of net sales for the
three and nine months ending September 30, 1997 was 20.6% and 20.7%,
respectively, compared to 22.2% and 22.4% in the same periods a year ago. The
overall dollar decrease was $947,000, (2.7%) for the quarter and $1,100,000,
(1.1%) for the nine months, despite acquisitions which contributed 1.5% and 3.9%
in spending for the same periods. Continued strategic cost reduction activities
across all areas of the business contributed to the reduction in selling,
general and administrative expenses.
North American selling, general and administrative costs as a percent to sales
grew at a slower rate than sales for the quarter and year to date. European
operations' selling, general and administrative expenses, as a percentage of
sales also decrease as continued focus on cost reduction efforts along with the
effects of foreign currency translation took effect.
NON-RECURRING UNUSUAL CHARGE
In the third quarter the company reported a non-recurring and unusual charge for
the acceleration of certain strategic initiatives and other items. The charge
was $61,100,000 ($38,900,000 after tax) and included $34,600,000 for the
acceleration of global manufacturing facility consolidations and the elimination
of certain non-strategic product lines, $9,500,000 for certain accelerated
global systems' initiatives including year 2000 compliance, $6,000,000 for an
increase in the company's bad debt reserve to more conservatively provide for
the increased provider credit risk caused by recently enacted Medicare
reimbursement cuts and $11,000,000 for asset write-downs and an increase in
reserves for litigation.
INTEREST
Interest income in the three and nine months ended September 30, 1997 was
consistent with the same periods a year ago as increased volume in installment
loans were offset by an overall decline in the portfolio's effective rate. For
the quarter, interest expense remained flat with the same period a year ago.
Interest expense in the first nine months increased due to higher average
outstanding borrowings in the first quarter of 1997 compared to the same period
a year ago.
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10
INCOME TAXES
The company had an effective tax rate benefit for the three and nine month
periods ended September 30, 1997, of (35.3%) and (28.5%) respectively, compared
to a 39.0% effective tax rate charge during the same periods a year ago. The
1997 reduced benefit is principally due to the write-off certain non-deductible
items, including goodwill, as part of the non-recurring and unusual charge taken
during the quarter.
LIQUIDITY AND CAPITAL RESOURCES
The company's reported overall level of long-term obligations decreased
$9,000,000 to $164,000,000 for the nine months ended September 30, 1997. Long
term debt declined as a result of strong operating cash flow and the impact of
foreign currency translation on the amount of debt reported in dollars. The
company continues to maintain an adequate liquidity position to fund its working
capital and capital requirements through its cash flow from operations and its
bank lines. As of September 30, 1997, the company had approximately $310,000,000
available under its lines of credit. Pursuant to the most restrictive covenant
of its debt arrangements the company could borrow an additional $401,000,000.
During the three month period ended September 30, 1997, the company entered into
two interest rate swap agreements effectively exchanging a short-term floating
interest rate for a fixed rate. In July, 1997, the company fixed the interest
rate on FRF 50,000,000 of its French franc borrowings at 4.1400%. In September,
1997, the company fixed the interest rate on NZD 7,500,000 of its New Zealand
dollar borrowings at 7.3000%. The swap agreements have a three and five year
term of expiration, respectively.
The company's financing arrangements require it to maintain certain conditions
with respect to net worth, working capital, funded debt to capitalization and
interest coverage as defined. The company is in compliance with all of the
conditions.
CAPITAL EXPENDITURES
There were no material capital expenditure commitments outstanding as of
September 30, 1997. The company estimates that capital investments for 1997 will
approximate $35-$40 million. The increase in spending is due principally to the
construction of a new corporate headquarters building and the continuing
implementation of a worldwide facilities plan. The company believes that its
balances of cash and cash equivalents, together with funds generated from
operations and existing borrowing facilities will be sufficient to meet its
operating cash requirements and fund required capital expenditures for the
foreseeable future.
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11
ACQUISITIONS
In October, 1997 the company acquired for cash the stock of Allied Medical
Supply Corporation, a distributor of soft goods and disposable products. The
acquisition marks Invacare's entry into the medical supplies business and
further strengthens its industry-leading "one stop shopping" strategy. Allied
Medical Supply will become part of the company's standard products group.
In January, 1997 the company commenced a cash tender offer for all of the
outstanding shares of common stock of Healthdyne Technologies, Inc. The
company's most recent offer expired August 1, 1997. Prior to the expiration of
the offer, the company held approximately 4.8% of Healthdyne's outstanding
stock. The company has subsequently sold all but 1,000 shares of the common
stock of Healthdyne Technologies. The gain on the sale of the Healthdyne shares
was offset by the costs associated with the Healthdyne tender offer initiative
and did not have a material impact on reported results for the third quarter of
1997.
CASH FLOWS
Cash flows provided by operating activities were $40.8 million for the
first nine months of 1997 compared to $27 million in 1996. The improved 1997
cash flows provided by operating activities resulted from improved income from
operations,exclusive of the non-recurring unusual charge,and decreased inventory
levels, as continued focus on inventory management initiatives have
proven effective. The improve cash flow was offset to some extent by an increase
in trade receivables. As of September 30, 1997, there has been no charges
against the non-recurring unusual charge taken during the third quarter.
Cash flows required for investing activities decreased by $24.5 million for
the first nine months of 1997 when compared to 1996 mainly as a result of
reduced acquisition activity in 1997 and decreased net installment receivables.
The decrease was offset by an increase in investment of capital.
Cash flows required by financing activities were $3.5 million for the first nine
months of 1997 as compared to the $34.6 million provided in 1996. The decrease
in cash provided by financing activities was primarily a result of a reduction
in net proceeds from long-term borrowings which were used to fund acquisitions
in the prior year.
The effect of foreign currency translation may result in amounts being shown for
cash flows in the Consolidated Statement of Cash Flows that are different from
the changes reflected in the respective balance sheet captions.
DIVIDEND POLICY
On August 15, 1997, the Board of Directors for Invacare Corporation declared a
quarterly cash dividend of $.0125 per Common Share to shareholders of record as
of October 1, 1997, to be paid on October 15, 1997. At the current rate, the
cash dividend will amount to $.05 per Common Share on an annual basis.
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12
FORWARD-LOOKING STATEMENTS
The statements contained in this form 10-Q constitute forward-looking statements
based on current expectations which are covered under the "safe harbor"
provision within the Private Securities Litigation Reform Act of 1995. Actual
results and events, including the acceleration of certain strategic initiatives
for which a non-recurring charge has been reported, may differ from those
anticipated as a result of risks and uncertainties which include, but are not
limited to, pricing pressures as a result of the impact of the consolidations of
health care customers and competitors, the availability of strategic acquisition
candidates and Invacare's ability to effectively integrate acquired companies,
and the overall economic, market and industry conditions, as well as the risks
described from time to time in Invacare's reports as filed with the Securities
and Exchange Commission.
Item 6. Exhibits and Reports on Form 8-K
A Exhibits:
Official Exhibit No.
27 Financial Data Schedule
B Reports on Form 8-K: None
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.
INVACARE CORPORATION
By: /S/ Thomas R.Miklich
------------------------
Chief Financial Officer
Date: November 14, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,427
<SECURITIES> 3,141
<RECEIVABLES> 116,792
<ALLOWANCES> (8,408)
<INVENTORY> 66,642
<CURRENT-ASSETS> 263,096
<PP&E> 155,909
<DEPRECIATION> (77,794)
<TOTAL-ASSETS> 503,685
<CURRENT-LIABILITIES> 125,494
<BONDS> 0
0
0
<COMMON> 7,513
<OTHER-SE> 214,306
<TOTAL-LIABILITY-AND-EQUITY> 503,685
<SALES> 166,144
<TOTAL-REVENUES> 166,144
<CGS> 113,685
<TOTAL-COSTS> 113,685
<OTHER-EXPENSES> 95,334
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 763
<INCOME-PRETAX> (43,638)
<INCOME-TAX> (15,390)
<INCOME-CONTINUING> (28,248)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,248)
<EPS-PRIMARY> (.93)
<EPS-DILUTED> (.93)
</TABLE>
