<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 June 30, 1998
-----------------------------------------
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
---------------------------------------------------
(Address of principal executive offices)
(440) 329-6000
--------------
(Registrant's telephone number, including area code)
- ------------------------------------------------------------------------------
(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 August 12, 1998 the company had 28,544,276 Common Shares and 1,433,007
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 -
June 30, 1998 and December 31, 1997........................3
Condensed Consolidated Statement of Earnings -
Three and Six Months Ended June 30, 1998 and 1997..........4
Condensed Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1998 and 1997....................5
Notes to Condensed Consolidated Financial
Statements - June 30, 1998.................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..............9
Part II. OTHER INFORMATION:
Item 4. Result of Votes of Security Holders...............................13
Item 6. Exhibits and Reports on Form 8-K...................................13
SIGNATURES..................................................................14
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3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheet - (unaudited)
June 30, December 31,
1998 1997
(In thousands)
-------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 11,520 $ 5,696
Marketable securities 3,132 3,501
Trade receivables, net 145,313 114,410
Installment receivables, net 53,664 49,298
Inventories 85,056 75,708
Deferred income taxes 19,446 18,855
Other current assets 6,300 7,743
-------- --------
TOTAL CURRENT ASSETS 324,431 275,211
OTHER ASSETS 65,251 56,567
PROPERTY AND EQUIPMENT, NET 100,356 90,577
GOODWILL, NET 227,576 107,568
-------- --------
TOTAL ASSETS $717,614 $529,923
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 46,239 $ 39,431
Accrued expenses 70,716 59,998
Accrued income taxes 6,781 1,872
Current maturities of long-term obligations and short
term debt 12,315 8,252
--------- ---------
TOTAL CURRENT LIABILITIES 136,051 109,553
LONG TERM DEBT 314,638 172,459
OTHER LONG-TERM OBLIGATIONS 11,496 11,496
SHAREHOLDERS' EQUITY
Preferred shares 0 0
Common shares 7,259 7,182
Class B common shares 358 359
Additional paid-in-capital 79,302 74,954
Retained earnings 185,467 167,649
Accumulated other comprehensive earnings (8,135) (6,506)
Treasury shares (8,822) (7,223)
--------- --------
TOTAL SHAREHOLDERS' EQUITY 255,429 236,415
--------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $717,614 $529,923
========= ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
4
<TABLE>
<CAPTION>
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Earnings - (unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
------------------------- --------------------------
<S> <C> <C> <C> <C>
Net sales $202,779 $164,992 $383,845 $316,516
Cost of products sold 142,091 113,504 271,704 220,810
-------- -------- -------- --------
Gross profit 60,688 51,488 112,141 95,706
Selling, general and administrative expense 38,985 34,216 76,337 65,909
-------- --------- -------- --------
Income from operations 21,703 17,272 35,804 29,797
Interest income 2,403 2,259 4,750 4,751
Interest expense (6,040) (3,114) (10,123) (6,301)
-------- --------- -------- --------
Earnings before income taxes 18,066 16,417 30,431 28,247
Income taxes 7,045 6,400 11,868 11,010
-------- --------- -------- --------
NET EARNINGS $ 11,021 $ 10,017 $ 18,563 $ 17,237
======== ========= ======== ========
DIVIDENDS DECLARED PER
COMMON SHARE .0125 .0125 .0125 .0125
======== ========= ======== ========
Net earnings per share - basic $ 0.37 $ 0.34 $ 0.62 $ 0.58
======== ========= ======== ========
Weighted average shares outstanding - basic 29,983 29,532 29,880 29,507
======== ========= ======== ========
Net earnings per share - assuming dilution $ 0.36 $ 0.33 $ 0.61 $ 0.57
======== ========= ======== ========
Weighted average shares outstanding -
assuming dilution 30,720 30,301 30,590 30,356
======== ========= ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
5
<TABLE>
<CAPTION>
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows - (unaudited)
Six Months Ended
June 30,
1998 1997
------- -------
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $18,563 $17,237
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 12,077 9,122
Provision for losses on receivables (1,859) 1,503
Provision for deferred income taxes (1,619) (416)
Provision for other deferred liabilities 6 1,780
Changes in operating assets and liabilities:
Trade receivables (17,714) (1,324)
Inventories (3,268) 5,424
Other current assets 811 (689)
Accounts payable 5,727 3,786
Accrued expenses 2,822 (6,790)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 15,546 29,633
INVESTING ACTIVITIES
Purchases of property and equipment (15,878) (14,114)
Proceeds from sale of property and equipment 69 259
Installment sales contracts written (34,075) (40,000)
Payments received on installment sales contracts 31,059 33,430
Marketable securities purchased (95) (3,212)
Marketable securities sold 500 3,975
Increase in other investments (2,343) (523)
Increase in other long term assets (8,529) (4,427)
Business acquisitions, net of cash acquired (129,318) (1,938)
Other 1,502 (2,183)
-------- --------
NET CASH REQUIRED BY INVESTING ACTIVITIES (157,108) (28,733)
FINANCING ACTIVITIES
Proceeds from revolving lines of credit and long-term borrowings 299,529 18,284
Principal payments on revolving lines of credit, long-term debt
and capital lease obligations (155,074) (18,055)
Proceeds from exercise of stock options 4,185 1,609
Dividends paid (741) (734)
Purchase of treasury stock (498) 0
-------- --------
NET CASH PROVIDED/(REQUIRED) BY FINANCING ACTIVITIES
147,401 1,104
Effect of exchange rate changes on cash (15) (132)
-------- -------
Increase in cash and cash equivalents 5,824 1,872
Cash and cash equivalents at beginning of period 5,696 4,431
--------- --------
Cash and cash equivalents at end of period $ 11,520 $ 6,303
========= ========
</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 products,
seating and positioning products, bathing equipment and distributed 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
June 30, 1998 and December 31, 1997, and the results of its operations for the
three and six months ended June 30, 1998 and 1997 and changes in its cash flows
for the six months ended June 30, 1998 and 1997. The results of operations for
the three and six months ended June 30, 1998, 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
June 30, 1998.
Comprehensive Income -- In June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, Reporting Comprehensive Income, which requires that an
enterprise classify items of other comprehensive income, as defined therein, by
their nature in a financial statement and display the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of the balance sheet. The company adopted
SFAS No. 130 in the first quarter of 1998. The company's total comprehensive
earnings were as follows (in thousands):
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7
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
------------------------ ------------------------
<S> <C> <C> <C> <C>
Net earnings $11,021 $10,017 $18,563 $17,237
Foreign currency translation (54) (90) (1,599) (4,760)
Unrealized gain or (loss) on available
for sale securities (115) 1,510 (30) 3,586
------------------------ ------------------------
Total comprehensive earnings $10,852 $11,437 $16,934 $16,063
========================= ========================
</TABLE>
Net Income Per Common Share -- Net income per common share has been computed in
accordance with Statement of Financial Accounting Standards (SFAS) No. 128,
adopted by the company in the quarter ended December 31, 1997. All net income
per share amounts shown for periods prior to adoption have been restated to
conform to the provisions of SFAS No. 128. Net income per share-basic increased
by $.01 for the periods ended June 30, 1998 and 1997 respectively, over the
previous method of computing net income per share.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
(In thousands except per share data)
1998 1997 1998 1997
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Basic
Weighted average common shares outstanding 29,983 29,532 29,880 29,507
Net income $ 11,021 $ 10,017 $ 18,563 $ 17,237
Net income per common share $ .37 $ .34 $ .62 $ .58
Diluted
Weighted average common shares outstanding 29,983 29,532 29,880 29,507
Stock options 737 769 710 849
---------- --------- ---------- ---------
Weighted average common shares assuming dilution 30,720 30,301 30,590 30,356
Net income $ 11,021 $ 10,017 $ 18,563 $ 17,237
Net income per common share $ .36 $ .33 $ .61 $ .57
</TABLE>
Recently Issued Accounting Pronouncements -- In June 1997, the Financial
Accounting Standards Board issued SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information. This statement establishes standards for
reporting financial and descriptive information about operating segments. Under
SFAS No. 131, information pertaining to the company's operating segments will be
reported on the basis that is used internally for evaluating segment performance
and making resource allocation determinations. Management is currently studying
the potential effects of adoption of this statement, which is required in 1998.
<PAGE>
8
In February 1998, the Financial Accounting Standards Board issued SFAS No. 132,
Employers' Disclosures about Pensions and Other Postretirement Benefits. This
statement does not change the recognition or measurement of pension and
postretirement benefit plans, but standardizes disclosure requirements for
pensions and other postretirement benefits, eliminates certain disclosures and
requires certain additional information. SFAS No. 132 is effective for fiscal
years beginning after December 15, 1997.
In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and for Hedging Activities. This statement requires all derivatives
to be recorded on the balance sheet at fair value and establishes "special
accounting" for certain types of hedges. The statement is effective for years
beginning after June 15, 1999. Management is currently studying the potential
effects of the adoption of this statement.
Statement of Cash Flows -- The company made payments (in thousands) of:
Six Months Ended
June 30,
1998 1997
------ ------
Interest $7,566 $5,349
Income taxes 5,931 11,823
Inventories -- Inventories consist of the following components (in thousands):
June 30, December 31,
1998 1997
-------- -----------
Raw materials $ 18,939 $ 23,704
Work in process 12,718 11,676
Finished goods 53,399 40,328
--------- -----------
$ 85,056 $ 75,708
========= ===========
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):
June 30, December 31,
1998 1997
---------- -----------
Land, buildings and improvements $ 43,654 $ 40,026
Machinery and equipment 126,059 111,959
Furniture and fixtures 11,345 9,649
Leasehold improvements 7,516 6,979
----------- -----------
188,574 168,613
Less allowance for depreciation (88,218) (78,036)
----------- -----------
$ 100,356 $ 90,577
============ ===========
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9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
NET SALES
Net sales for the three months ended June 30, 1998 increased by 22.9% over the
same period a year ago. The sales increase net of acquisitions and unfavorable
currency translation was 7.3%. For the first half, sales increased 21.3% with
foreign currency having a negative impact of 2.0%. Sales for the three and six
months ended June 30, 1998 were also negatively impacted by continued reduced
sales to the Company's largest customer. The reduction in sales to this customer
impacted reported sales growth by approximately 1.7% for the quarter and 2.3%
year to date. Power, personal care and Invacare Health Care Furnishings product
lines posted the largest dollar increases for the quarter primarily as a result
of higher unit volumes. The volume increases were partially offset by the
effects of a continuing competitive pricing environment.
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 28.2% for the quarter. The increase was a result of
new product introductions including the Power mid-wheel drive wheelchairs and
the new Action Orbit(TM) Pediatric Tilt-In-Space Chairs along with a strong
volume increase in the second generation Power Storm Arrow(R) and the Tarsys(R)
Weight Shift Seating Systems. For the first half, Rehab group sales increased
31.1%.
Standard Products Group. Sales of the Standard Products Group, which consists of
the manual wheelchairs, personal care, beds, low air loss therapy and retail
business units, decreased 2.8%. Personal care products posted volume increases
which were more than offset by volume declines in the remainder of the business
units within the Standard Products Group. For the first half, Standard Products
Group sales decreased 2.6%.
Continuing Care / Distributed Products Group. Sales of the Continuing Care /
Distributed Products Group, which consists of Invacare Health Care Furnishings,
patient transport and distributed products increased 5.1%, excluding the impact
of acquisitions. Acquisitions increased sales by $28,744,000 for the quarter
primarily as a result of the Suburban Ostomy Supply Company acquisition. Year to
date sales increased 3.8%, excluding the impact of acquisitions which increased
sales by $50,480,000.
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 1.9% and 6.5% for the
quarter and year to date respectively. The increase was a result of overall
volume increases and new product introductions, offset by continued pricing
pressure across the majority of the respiratory product lines.
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10
Other. Other, consisting primarily of the company's Canadian, Australian and New
Zealand operations, and aftermarket parts business had a 8.1% sales increase for
the quarter and a 6.3% sales increase year to date, excluding the negative
foreign currency impact of 9.3% and 8.3% respectively. Canada continues to show
solid growth as a result of strong power, custom manual and seating product
sales.
European Operations
European sales increased 7.4%, excluding the negative impact of 4.0% from
foreign currency translation. In the first half, sales for Europe increased 4.8%
excluding the negative impact of 6.2% from foreign currency. Sales continue to
be negatively impacted by market pressures from reduced government spending and
reimbursement trends.
GROSS PROFIT
Gross profit as a percentage of net sales for the three and six month periods
ending June 30, 1998 was 29.9% and 29.2%, respectively, compared to 31.2% and
30.2% in the same periods a year ago. Margins for North American operations
declined principally due to the effect of businesses acquired, particularly
Suburban Ostomy Supply Company, as they had margins lower than those of the
company's existing businesses. Continued pricing pressure also had a negative
effect on margins however, the impact was somewhat offset by continued cost
containment measures especially in the Rehab Products Group. 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 six months ending June 30, 1998 was 19.2% and 19.9% respectively
compared to 20.7% and 20.8% in the same period a year ago. The overall dollar
increase was $4,769,000 (13.9%) for the quarter and $10,428,000 (15.8%) for the
six months, despite acquisitions which contributed $5,854,000 (17.1%) and
$10,517,000 (16.0%) for the same periods.
North American selling, general and administrative costs as a percent to sales
grew at a slower rate than sales for the quarter and first half. European
operations' selling, general and administrative costs as a percent to sales
remained primarily flat with the prior year and increased by $868,000 for the
first half. The increase is principally due to the strength of the U.S. dollar
and continued investments to support the company's European strategy.
NON-RECURRING CHARGE
In 1997, the company announced non-recurring and unusual charges of $61,039,000
($38,839,000 or $1.28 diluted per share after tax). Of these charges,
$41,051,000 has been utilized through June 30, 1998 including $3,595,000 in the
second quarter of 1998 for bad debt write-offs, facilities consolidation, and
asset write-downs. The company expects substantially all of the remaining charge
to be utilized over the next six months. During the second quarter, the company
reviewed the charge and its related estimates and components. While the total
amount of the charge has not materially changed, its components have been
updated to reflect current estimates. Based on this review an additional
$3,588,000 has been allocated to asset write-downs and litigation with a
corresponding reduction in accelerated facilities consolidations.
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11
INTEREST
Interest income in the three months ended June 30, 1998 increased slightly
($144,000) and remained flat for the first half when compared to the same
periods a year ago, as decreased volume in installment loans were offset by an
overall increase in the portfolio's effective rate. For the quarter and first
half, interest expense increased due to higher average outstanding borrowings
resulting from the acquisition of Suburban Ostomy Supply Company on January 28,
1998.
INCOME TAXES
The company had an effective tax rate of 39.0% for the three and six months
ended June 30, 1998 compared to 39.0% in the same periods a year ago.
LIQUIDITY AND CAPITAL RESOURCES
The company's reported overall level of long-term debt increased $142.2 million
to $314.6 million for the six months ended June 30, 1998. Long - term debt
increased principally due to acquisition activity. 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 lines of credit. As
of June 30, 1998, the company had approximately $239.4 million available under
its lines of credit. Pursuant to the most restrictive covenant contained in its
financing arrangements, the company could borrow an additional $159.8 million.
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
required conditions.
CAPITAL EXPENDITURES
There were no material capital expenditure commitments outstanding as of June
30, 1998. The company expects to invest in capital projects at a rate that
equals or exceeds depreciation and amortization in order to maintain and improve
the company's competitive position. The company estimates that capital
investments for 1998 will approximate $26 million. 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.
ACQUISITIONS
In January, 1998 the company acquired for cash all outstanding shares of
Suburban Ostomy Supply Company, Incorporated a leading national direct marketing
wholesaler of medical supplies and related products to the home care industry.
The acquisition was accounted for under the purchase method of accounting.
Suburban complements Invacare's industry-leading "One Stop Shoppingsm" strategy
and significantly strengthens our industry-leading position by adding a complete
line of medical supplies and soft goods.
<PAGE>
12
CASH FLOWS
Cash flows provided by operating activities were $15.5 million for the first
half of 1998 compared to $29.6 million in 1997. Operating cash flow was impacted
by increased receivable levels as dealer financing continues to be a focus for
our customers due to the impact of governmental reimbursement cuts mandated by
the balanced budget act. Operating cash flow also declined in 1998 due to
increased inventory levels required to meet increased sales volume. These
increases were offset somewhat by increased net income.
Cash flows required for investing activities increased by $128.4 million for the
first half of 1998 when compared to 1997, primarily as a result of the
acquisition of Suburban Ostomy Supply Company and the continued investment in
computer systems and production machinery and equipment.
Cash flows provided by financing activities were $147.4 compared to $1.1 million
in 1997. The increase in cash provided by financing activities was primarily a
result of an increase in net proceeds from long-term borrowings which were used
to fund the acquisition. In February 1998, the company completed the private
placement of $100 million in notes to fund the acquisition of Suburban Ostomy
Supply Company.
The effect of foreign currency translation may result in amounts being shown for
cash flows in the Condensed Consolidated Statement of Cash Flows that are
different from the changes reflected in the respective balance sheet captions.
DIVIDEND POLICY
On May 15, 1998, the Board of Directors for Invacare Corporation declared a
quarterly cash dividend of $.0125 per Common Share to shareholders of record as
of July 1, 1998, to be paid on July 15, 1998. At the current rate, the cash
dividend will amount to $.05 per Common Share on an annual basis.
YEAR 2000 ISSUE
The company has developed a plan to modify its existing information technology
in order to recognize the year 2000 and has begun converting its critical data
processing systems. The plan is designed to ensure that there is no adverse
effect on the company's core business operations and that transactions with
customers, suppliers and financial institutions are fully supported. The company
is well under way with these efforts and believes its planning and
implementation efforts will be adequate to address its year 2000 concerns.
Currently, the project is expected to be substantially completed by early 1999
and to cost between $4.0 and $6.0 million. This estimate includes internal costs
and excludes the costs to upgrade and replace systems in the normal course of
business. The company does not expect this project to have a significant effect
on the company's results of operations or financial position.
<PAGE>
13
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,
the rate of growth for the industry, and the overall economic and market
conditions, as well as the risks described from time to time in Invacare's
reports as filed with the Securities and Exchange Commission.
Item 4. Results of Votes of Security Holders
On May 28, 1998, the company held its 1998 Annual Meeting of Shareholders to act
on proposals to elect a class of Directors; and to approve and adopt an
amendment to the Invacare Corporation 1994 Performance Plan to increase the
number of Common Shares reserved for issuance thereunder from 2,000,000 to
3,500,000.
Gerald B. Blouch, Francis J. Callahan, Dan T. Moore, III and Joseph B. Richey,
II were re-elected for a three year term of office expiring in 2001, with
35,455,907, 35,445,805, 35,463,915 and 35,453,509 affirmative votes,
respectively, (83 percent of the total voting power). The candidates had
195,533, 205,635, 187,524 and 197,930 votes withheld, respectively.
The proposal to approve and adopt an amendment to the Invacare Corporation 1994
Performance Plan to increase the number of Common Shares reserved for issuance
thereunder from 2,000,000 to 3,500,000 received 27,413,688 affirmative votes (77
percent of the total voting power), 2,557,658 negative votes (7 percent of the
total voting power) and 160,770 abstained votes (.5 percent of the total voting
power).
Item 6. Exhibits and Reports on Form 8-K
A Exhibits:
Official Exhibit No.
27 Financial Data Schedule
B Reports on Form 8-K:
A report on Form 8-K dated April 9, 1998, was filed in
connection with the acquisition of Suburban Ostomy Supply
Company, pursuant to an agreement and plan of merger between
Invacare Corporation, Inva Acquisition Corporation and
Suburban Ostomy Supply Company.
<PAGE>
14
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
-------------------------
Thomas R. Miklich
Chief Financial Officer
Date: August 14, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 11,520
<SECURITIES> 3,132
<RECEIVABLES> 151,588
<ALLOWANCES> (6,275)
<INVENTORY> 85,056
<CURRENT-ASSETS> 324,431
<PP&E> 188,574
<DEPRECIATION> (88,218)
<TOTAL-ASSETS> 717,614
<CURRENT-LIABILITIES> 136,051
<BONDS> 0
0
0
<COMMON> 7,617
<OTHER-SE> 247,812
<TOTAL-LIABILITY-AND-EQUITY> 717,614
<SALES> 202,779
<TOTAL-REVENUES> 202,779
<CGS> 142,091
<TOTAL-COSTS> 142,091
<OTHER-EXPENSES> 38,985
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,637
<INCOME-PRETAX> 18,066
<INCOME-TAX> 7,045
<INCOME-CONTINUING> 11,021
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,021
<EPS-PRIMARY> .37
<EPS-DILUTED> .36
</TABLE>
