<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 March 31, 1999
----------------------------------------------------------
Commission File Number 0-12938
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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 May 13, 1999, the company had 28,587,380 Common Shares and 1,432,599 Class
B Common Shares outstanding.
<PAGE>
2
INVACARE CORPORATION
INDEX
Part I. FINANCIAL INFORMATION: Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet -
March 31, 1999 and December 31, 1998........................3
Condensed Consolidated Statement of Earnings -
Three Months Ended March 31, 1999 and 1998..................4
Condensed Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1999 and 1998..................5
Notes to Condensed Consolidated Financial
Statements - March 31, 1999.................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............9
Item 3. Quantitative and Qualitative Disclosure of Market Risk..............14
Part II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K....................................15
SIGNATURES...................................................................15
<PAGE>
3
Part I. FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
<TABLE>
<CAPTION>
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheet - (unaudited)
March 31, December 31,
1999 1998
ASSETS (In thousands)
- ------------- --------------------------------
<S> <C> <C>
CURRENT ASSETS
.........Cash and cash equivalents $ 11,148 $ 9,460
.........Marketable securities 2,583 2,634
.........Trade receivables, net 162,386 156,694
.........Installment receivables, net 62,476 60,330
.........Inventories 82,659 81,740
.........Deferred income taxes 19,445 17,331
.........Other current assets 7,832 8,553
--------------------------------
......... TOTAL CURRENT ASSETS 348,529 336,742
OTHER ASSETS 63,724 62,388
PROPERTY AND EQUIPMENT, NET 116,071 112,944
GOODWILL, NET 220,640 226,682
--------------------------------
......... TOTAL ASSETS $748,964 $738,756
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
.........Accounts payable $47,390 $47,628
.........Accrued expenses 66,517 65,505
.........Accrued income taxes 14,069 12,339
.........Current maturities of long-term obligations 8,767 8,492
--------------------------------
......... TOTAL CURRENT LIABILITIES 136,743 133,964
LONG-TERM DEBT 310,235 311,260
OTHER LONG-TERM OBLIGATIONS 13,155 12,644
SHAREHOLDERS' EQUITY
.........Preferred shares 0 0
.........Common shares 7,281 7,267
.........Class B common shares 358 358
.........Additional paid-in-capital 79,805 79,863
.........Retained earnings 220,072 211,954
.........Accumulated other comprehensive earnings (8,401) (7,712)
.........Treasury shares (10,284) (10,842)
--------------------------------
......... TOTAL SHAREHOLDERS' EQUITY 288,831 280,888
--------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $748,964 $738,756
================================
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
4
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Earnings - (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
----------------------------------
(In thousands except per share data)
<S> <C> <C>
Net sales $196,092 $181,066
Cost of products sold 139,355 129,613
----------- ---------
Gross profit 56,737 51,453
Selling, general and administrative expense 39,747 37,352
----------- ---------
Income from operations 16,990 14,101
Interest income 1,872 2,347
Interest expense (4,940) (4,083)
----------- ---------
Earnings before income taxes 13,922 12,365
Income taxes 5,430 4,823
----------- ---------
NET EARNINGS $ 8,492 $ 7,542
=========== =========
DIVIDENDS DECLARED PER COMMON SHARE .0125 .0125
=========== =========
Net earnings per share - basic $ 0.28 $ 0.25
=========== =========
Weighted average shares outstanding - basic 29,957 29,779
=========== =========
Net earnings per share - assuming dilution $ 0.28 $ 0.25
=========== =========
Weighted average shares outstanding - assuming dilution 30,513 30,461
=========== =========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
5
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows - (unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
(In thousands)
----------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 8,492 $ 7,542
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 5,998 5,690
Provision for losses on receivables (225) (360)
Provision for deferred income taxes (1,302) (1,642)
Provision for other deferred liabilities 517 265
Changes in operating assets and liabilities:
Trade receivables (6,479) (10,087)
Inventories (1,374) (5,355)
Other current assets 661 1,171
Accounts payable 877 8,185
Accrued expenses 4,351 (3,320)
------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 11,516 2,089
INVESTING ACTIVITIES
Purchases of property and equipment (4,619) (8,191)
Capitalized consulting costs (3,532) (1,620)
Proceeds from sale of property and equipment 45 24
Installment sales contracts written (17,173) (15,944)
Payments received on installment sales contracts 17,738 15,114
Marketable securities purchased (416) (72)
Marketable securities sold 260 250
Increase in other investments (152) (133)
Increase in other long term assets (2,454) (3,103)
Business acquisitions, net of cash acquired 0 (129,318)
Other (320) (273)
------------------------------
NET CASH REQUIRED BY INVESTING ACTIVITIES (10,623) (143,266)
FINANCING ACTIVITIES
Proceeds from revolving lines of credit and long-term borrowings 24,614 258,760
Principal payments on revolving lines of credit, long-term debt
and capital lease obligations (25,905) (117,066)
Proceeds from exercise of stock options 1,353 2,471
Payment of Dividends (375) (370)
Purchase of treasury stock 0 (498)
-----------------------------
NET CASH (REQUIRED)/PROVIDED BY FINANCING
ACTIVITIES (313) 143,297
Effect of exchange rate changes on cash 1,108 (103)
-----------------------------
Increase in cash and cash equivalents 1,688 2,017
Cash and cash equivalents at beginning of period 9,460 5,696
-----------------------------
Cash and cash equivalents at end of period $ 11,148 $ 7,713
=============================
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
6
INVACARE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated
Financial Statements
(Unaudited)
March 31, 1999
Nature of Operations - Invacare Corporation and its subsidiaries (the "company")
is the world's leading manufacturer and distributor of non-acute health care
products based upon its distribution channels, the breadth of its product line
and sales. The company designs, manufactures and distributes an extensive line
of health care products for the non-acute care environment including the home
health care, retail 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
March 31, 1999 and December 31, 1998, and the results of its operations for the
three months ended March 31, 1999 and 1998 and changes in its cash flows for the
three months ended March 31, 1999 and 1998. The results of operations for the
three months ended March 31, 1999, 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
March 31, 1999.
Business Segments - SFAS No. 131 establishes standards for reporting
financial and descriptive information about operating segments. In accordance
with SFAS No. 131, the company operates in three primary business segments based
on geographical area: North America, Europe and Australasia. The three
reportable segments represent operating groups which offer products to different
geographic regions.
The North America segment consists of five operating groups which sell the
following products: wheelchairs, scooters, seating products, self care patient
aids, home care beds, low air loss therapy products, patient transport products,
distributed products, extended care and furniture products, respiratory and
other products. The Europe segment consists of one operating group that sells
primarily wheelchairs, scooters, self care patient aids, patient lifts and
slings and oxygen products. The Australasia segment consists of two operating
groups which sell custom power wheelchairs, electronic wheelchair components and
patient aids. Each business segment sells to the home health care, retail and
extended care markets.
<PAGE>
7
The company evaluates performance and allocates resources based on profit or
loss from operations before income taxes for each reportable segment. The
accounting policies of each segment are the same as those for the company's
consolidated financial statements. Intersegment sales and transfers are based on
the costs to manufacture plus a reasonable profit element. Therefore,
intercompany profit or loss on intersegment sales and transfers are not
considered in evaluating segment performance. Intersegment revenue for
reportable segments was $12,874,000 for the period ended March 31, 1999.
The information by segment for the quarter ended March 31, 1999 is as follows
(in thousands):
<TABLE>
<CAPTION>
North Australia/ All
America Europe Asia Other* Consolidated
------------- ----------- --------------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $158,853 $31,954 $5,277 $ 8 $196,092
Earnings (loss) before income taxes 23,843 (1,739) 1,521 (9,703) 13,922
</TABLE>
* Consists of the domestic export unit, corporate selling, general and
administrative costs, and the Invacare captive insurance unit, which do not
meet the quantitative criteria for determining reportable segments.
Comprehensive Earnings - Total comprehensive earnings were as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
--------------------------
<S> <C> <C>
Net earnings $8,492 $7,542
Foreign currency translation (137) (1,545)
Unrealized gain or (loss) on available for sale securities (552) 85
--------------------------
Total comprehensive earnings $7,803 $6,082
==========================
</TABLE>
<PAGE>
8
Net Income Per Common Share - The following table sets forth the computation of
basic and diluted net earnings per common share for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
(In thousands except per share data)
------------------------------------
<S> <C> <C>
Basic
Average common shares outstanding 29,957 29,779
Net earnings $ 8,492 $7,542
Net earnings per common share $ .28 $ .25
Diluted
Average common shares outstanding 29,957 29,779
Stock options 556 682
------------------------------
Average common shares assuming dilution 30,513 30,461
Net earnings $ 8,492 $7,542
Net earnings per common share $ .28 $ .25
</TABLE>
Recently Issued Accounting Pronouncements - In June, 1998, the Financial
Accounting Standards Board (FASB) issued SFAS 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 but does not anticipate a significant
impact on the company's financial position or results of operations.
Statement of Cash Flows - The company made payments (in thousands) of :
Three Months Ended
March 31,
1999 1998
-----------------------------
Interest $6,412 $4,192
Income taxes 1,824 2,052
Inventories - Inventories consist of the following components (in thousands):
March 31, December 31,
1999 1998
---------------------------------
Raw materials $ 24,793 $ 21,019
Work in process 10,392 14,928
Finished goods 47,474 45,793
---------------------------------
$ 82,659 $ 81,740
=================================
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.
<PAGE>
9
Property and Equipment - Property and equipment consist of the following (in
thousands):
March 31, December 31,
1999 1998
--------------------------------
Land, buildings and improvements $ 49,374 $ 44,797
Machinery and equipment 140,884 140,577
Furniture and fixtures 12,911 11,950
Leasehold improvements 7,785 7,628
---------------------------------
210,954 204,952
Less allowance for depreciation (94,883) (92,008)
---------------------------------
$116,071 $112,944
=================================
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 March 31, 1999 increased by 8.3% over the
same period a year ago with currency translation having a slight positive impact
of .3%. The sales growth was not materially impacted by acquisitions as any
positive impact was offset by divestitures and business exits. Sales for the
three months ended March 31, 1999 were negatively impacted by reduced sales to
one of the Company's largest customers. The reduction in sales to this customer
impacted reported sales growth by approximately 1.6% for the quarter. Sales
increased principally due to higher unit volumes. The volume increases were
partially offset by the effects of a continuing competitive pricing environment.
North American Operations
North American sales, consisting of Rehab (power wheelchairs, custom manual
wheelchairs and seating), Standard (manual wheelchairs, personal care and
retail), Beds and Continuing Care (beds, low air loss therapy and furniture and
patient transport equipment), Respiratory (oxygen concentrators, liquid oxygen,
aerosol therapy and associated respiratory) and Distributed (ostomy,
incontinence, wound care and other medical supplies) products grew 5.3% over the
prior year. The gain was due principally to unit volume growth in Beds and
Continuing Care (up 14.2%) and Respiratory (up 7.8%).
The U.S. Food and Drug Administration (F.D.A.) has indicated that 510(k)
clearance is needed for the Invacare(R) Venture(TM) HomeFill(TM) product
released in the latter part of 1997. Invacare voluntarily suspended shipments of
this product during the third quarter of 1998, pending resolution of the
F.D.A.'s comments. Invacare is actively working with the F.D.A. in order to
expedite the resolution of this issue. The delay is not having a material impact
on the company's operating results.
<PAGE>
10
European Operations
European sales increased 23.1%, excluding the negative impact of 5.1% from
foreign currency translation. Sales growth continues to improve in 1999,
building on the steady growth experienced throughout the second half of 1998.
Australasia Operations
The Australasia products group consists of Invacare Australia, which imports and
distributes the Invacare range of products and manufactures and distributes the
Rollerchair range of custom power wheelchairs and Dynamic Controls, a New
Zealand manufacturer of operating components used in power wheelchairs. Sales
for the Australasia group increased $969,000 or 22.5% from the prior year,
despite a $441,000 or 10.2% negative impact from foreign currency translation.
GROSS PROFIT
Gross profit as a percentage of net sales for the three month period ending
March 31, 1999 was 28.9% compared to 28.4% for the same period last year.
Margins for North American operations increased to 28.2% from 27.9% in the prior
year. Gross profit for Europe and Australasia also improved. The overall
increase in margins as a percentage of net sales is a result of the company's
manufacturing cost improvements and facilities rationalization strategy
implemented in 1998. In addition the company is focused on redesigning products
in order to lower manufacturing costs while improving quality and reliability
and implementing other spending reductions necessary to remain competitive and
improve profitability.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expense as a percentage of net sales for the
three months ending March 31, 1999 was 20.3% compared to 20.6% in the same
period a year ago. Tight expense control throughout the company resulted in a
reduction in the overall expense as a percentage of sales. The dollar increase
was $2,395,000 or 6.4%. Selling, general and administrative costs were not
materially impacted by acquisitions as any negative impact was offset by
divestitures and business exits.
North American selling, general and administrative costs as a percent of sales
remained relatively constant compared to the same period a year ago. European
and Australasia operations' selling, general and administrative costs grew at a
slower rate than sales for the quarter.
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,
$56,636,000 had been utilized through March 31, 1999 including $277,000 in the
first quarter of 1999 for facility consolidations. The company expects
substantially all of the remaining charge to be utilized over the next three
months.
<PAGE>
11
INTEREST
Interest income in the three months ended March 31, 1999 declined by
approximately $475,000 compared to the same period a year ago, as increased
volume in installment loans were offset by an overall decrease in the
portfolio's effective rate. For the quarter, interest expense increased due to
higher average outstanding borrowings resulting primarily from the acquisition
of Suburban Ostomy Supply Company on January 28, 1998.
INCOME TAXES
The company had an effective tax rate of 39.0% which is the same effective tax
rate in the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
The company's reported overall level of long-term obligations decreased $1.0
million to $310.2 million for the three months ended March 31, 1999, principally
as a result of cash from operations used to pay down borrowings. 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 March 31, 1999, the company had approximately $241.1 million
available under its lines of credit. Pursuant to the most restrictive covenant
of its debt arrangements the company could borrow up to an additional $226.2
million.
In 1998, the company completed a private placement of $100,000,000 in senior
notes having a blended fixed coupon rate of 6.69% with $20,000,000 maturing in
the year 2005 and $80,000,000 maturing in 2008. The proceeds were used to
pay-down revolving credit debt incurred to fund the acquisition of Suburban
Ostomy Supply Co., Inc., which was consummated on January 28, 1998
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 March
31, 1999. 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 1999 will approximate $32 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 $11.5 million for the first
quarter of 1999 compared to $2.1 million in 1998. Operating cash flow increased
in 1999 primarily due to increased net earnings and accrued expenses as the
timing of certain expenses varied between quarters. Operating cash flow
continued to be negatively impacted by increased receivable levels as additional
dealer financing became more important to our customers due to the impact of
governmental reimbursement cuts mandated by the balanced budget act.
Cash flows required for investing activities decreased by $132.6 million for the
first quarter of 1999 when compared to 1998. The decrease was a result of
reduced acquisition activity in 1999 as the acquisition of Suburban Ostomy
Supply Company was completed in the first quarter of 1998.
Cash flows required by financing activities were $.3 million compared to cash
provided from financing of $143.3 million in 1998. Financing activities for the
first quarter of 1999 were impacted by the payments on long term borrowings
which exceeded the proceeds from revolving lines of credit and long-term
borrowings. The 1998 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.
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 February 15, 1999, the Board of Directors for Invacare Corporation declared a
quarterly cash dividend of $.0125 per Common Share to shareholders of record as
of April 1, 1999, to be paid on April 15, 1999. At the current rate, the cash
dividend will amount to $.05 per Common Share on an annual basis.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs being written using the
last two digits rather than four to define the applicable year. Thus, many
programs are unable to properly distinguish between the year 1900 and the year
2000. This is frequently referred to as the "Year 2000 Problem."
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. The
following table summarizes the company's progress on the resolution phases of
this project.
<PAGE>
13
<TABLE>
<CAPTION>
Resolution Phases
<S> <C> <C> <C> <C>
Assessment Remediation Testing Implementation
Information 100% completed 90% completed 90% completed 90% completed
Technology June 1998 Expected Expected Expected
completion date completion date completion date
June 1999 June 1999 July 1999
- --------------------------------------------------------------------------------------------------------------
Operating 100% completed 90% completed 90% completed 90% completed
Equipment June 1998 Expected Expected Expected
completion date completion date completion date
June 1999 June 1999 July 1999
- --------------------------------------------------------------------------------------------------------------
Products 100% completed 100% completed 100% completed 100% completed
January 1998 N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------
3rd Party 80% completed N/A N/A N/A
Estimated
completion date
July 1999
</TABLE>
The total cost of the Year 2000 project is estimated at $4.0 million to $6.0
million and is being funded entirely through operating cash flows. This estimate
includes the cost of a combination of existing internal and external resources
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 material effect on
the company's results of operations or financial position.
Management believes it has an effective program in place to resolve the Year
2000 issue in a timely manner. However, failure to do so could have a material
adverse impact on the company's ability to conduct business including but not
limited to order entry, manufacturing, shipping, invoicing and collections. In
addition to its in-house efforts, the company is currently employing the
services of several independent outside sources to evaluate its processes and
assure the reliability of its cost estimates and verify its assessment of risk.
The company is currently developing a contingency plan for each location, in the
event it does not complete all phases of the Year 2000 program. The company
anticipates each plan will be completed by July 1999.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The company is exposed to market risk through various financial instruments,
including fixed rate and floating rate debt instruments. The Company uses
interest rate swap agreements to mitigate its exposure to interest rate
fluctuations. Based on March 31, 1999 debt levels, a 1% change in interest rates
would impact interest expense by approximately $1,485,000 over the next twelve
months. Additionally, the company operates internationally and as a result is
exposed to foreign currency fluctuations. Specifically, the exposure includes
intercompany loans, and third party sales or payments. In an attempt to reduce
this exposure, foreign currency forward contracts are utilized. The company does
not believe that any potential loss related to these financial instruments will
have a material adverse effect on the company's financial condition or results
of operations.
<PAGE>
14
EURO CONVERSION
On January 1, 1999, 11 of the 15 member countries of the European Union (the
"participating countries") established a fixed rate between their existing
sovereign currencies (the "legacy currencies") and the Euro. The legacy
currencies are scheduled to remain legal tender in the participating countries
between January 1, 1999 and July 1, 2002. Beginning January 1, 2002, the Euro
currency will be introduced and the legacy currencies withdrawn from circulation
six months later. The company believes with modifications to existing computer
software and conversion to new software, the Euro conversion issue will not pose
significant operational problems to its normal business activities. The company
does not expect costs associated with the Euro conversion project to have a
material effect on the company's results of operations or financial position.
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 and unusual charge has been reported, may differ
significantly from those anticipated as a result of risks and uncertainties
which include, but are not limited to, pricing pressures, the consolidations of
health care customers and competitors, the availability of strategic acquisition
candidates, successfully completing its project to resolve year 2000 issues,
government reimbursement issues that affect the viability of customers,
Invacare's ability to effectively integrate acquired companies, the timely
completion of facility consolidations 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 3. Quantitative and Qualitative Disclosure of Market Risk.
The information called for by this item is provided under the same caption under
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.
<PAGE>
15
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
-------------------------
Thomas R. Miklich
Chief Financial Officer
Date: May 14, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1999
<CASH> 11,148
<SECURITIES> 2,583
<RECEIVABLES> 167,930
<ALLOWANCES> (5,544)
<INVENTORY> 82,659
<CURRENT-ASSETS> 348,529
<PP&E> 210,954
<DEPRECIATION> (94,883)
<TOTAL-ASSETS> 748,964
<CURRENT-LIABILITIES> 136,743
<BONDS> 0
0
0
<COMMON> 7,639
<OTHER-SE> 281,192
<TOTAL-LIABILITY-AND-EQUITY> 748,964
<SALES> 196,092
<TOTAL-REVENUES> 196,092
<CGS> 139,355
<TOTAL-COSTS> 139,355
<OTHER-EXPENSES> 39,747
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,068
<INCOME-PRETAX> 13,922
<INCOME-TAX> 5,430
<INCOME-CONTINUING> 8,492
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,492
<EPS-PRIMARY> (.28)
<EPS-DILUTED> (.28)
</TABLE>
