INVACARE CORP
10-Q, 2000-11-13
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                       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, 2000
                      ----------------------------------------------------------

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 November 9, 2000, the company had  28,894,355  Common Shares and 1,371,623
Class B Common Shares outstanding.









                                       1
<PAGE>
                              INVACARE CORPORATION

                                      INDEX


Part I.  FINANCIAL INFORMATION:                                         Page No.

Item 1. Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet -

                  September 30, 2000 and December 31, 1999.....................3

         Condensed Consolidated Statement of Earnings -

                  Three and Nine Months Ended September 30, 2000 and 1999......4

         Condensed Consolidated Statement of Cash Flows -

                  Nine Months Ended September 30, 2000 and 1999................5

         Notes to Condensed Consolidated Financial

                  Statements - September 30, 2000..............................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.....................................14

SIGNATURES....................................................................14

                                      2
<PAGE>


Part I.  FINANCIAL INFORMATION
Item 1.         Financial Statements (Unaudited)
<TABLE>
<CAPTION>
                      INVACARE CORPORATION AND SUBSIDIARIES
               Condensed Consolidated Balance Sheet - (unaudited)
                                                                                    September 30,           December 31,
                                                                                             2000                   1999
ASSETS                                                                                          (In thousands)
------                                                                                ----------------------------------
<S>                                                                                         <C>                    <C>
CURRENT ASSETS
 .........Cash and cash equivalents                                                        $ 8,507                $18,258
 .........Marketable securities                                                                862                  1,593
 .........Trade receivables, net                                                           195,507                181,550
 .........Installment receivables, net                                                      65,124                 70,378
 .........Inventories                                                                      107,572                108,535
 .........Deferred income taxes                                                             25,062                 26,561
 .........Other current assets                                                              11,269                 11,745
                                                                                          -------                -------
 .........         TOTAL CURRENT ASSETS                                                    413,903                418,620

OTHER ASSETS                                                                               77,947                 71,316
PROPERTY AND EQUIPMENT, NET                                                               138,755                137,132
GOODWILL, NET                                                                             316,402                328,217
                                                                                          -------                -------
 .........         TOTAL ASSETS                                                           $947,007               $955,285
                                                                                         ========               ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 .........Accounts payable                                                                 $68,479                $58,367
 .........Accrued expenses                                                                  82,683                 97,156
 .........Accrued income taxes                                                              19,290                 15,547
 .........Current maturities of long-term obligations                                        6,501                  6,401
                                                                                          -------                -------
 .........         TOTAL CURRENT LIABILITIES                                               176,953                177,471

LONG-TERM DEBT                                                                            404,550                440,795

OTHER LONG-TERM OBLIGATIONS                                                                13,514                 18,147

SHAREHOLDERS' EQUITY
 .........Preferred shares                                                                       0                      0
 .........Common shares                                                                      7,286                  7,282
 .........Class B common shares                                                                358                    358
 .........Additional paid-in-capital                                                        79,441                 79,470
 .........Retained earnings                                                                291,910                251,955
 .........Accumulated other comprehensive earnings                                         (20,016)                (8,976)
 .........Treasury shares                                                                   (6,989)               (11,217)
                                                                                          -------                -------
 .........         TOTAL SHAREHOLDERS' EQUITY                                              351,990                318,872
                                                                                          -------                -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                               $947,007               $955,285
                                                                                         ========               ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                      INVACARE CORPORATION AND SUBSIDIARIES
           Condensed Consolidated Statement of Earnings - (unaudited)
<TABLE>
<CAPTION>

                                                             Three Months Ended                 Nine Months Ended
(In thousands except per share data)                            September 30,                      September 30,
                                                             2000          1999                 2000          1999
                                                         -------------------------------------------------------------
<S>                                                         <C>               <C>              <C>               <C>
Net sales                                                $250,441          $223,335         $740,997          $621,622
Cost of products sold                                     171,117           152,828          509,124           432,293
                                                          -------           -------          -------           -------
    Gross profit                                           79,324            70,507          231,873           189,329
Selling, general and administrative expense                45,672            44,032          149,217           123,581
                                                          -------           -------          -------           -------
    Income from operations                                 33,652            26,475           82,656            65,748
Interest income                                             1,906             1,905            5,484             5,868
Interest expense                                           (7,007)           (5,312)         (20,798)          (15,088)
                                                          -------           -------          -------           -------
    Earnings before income taxes                           28,551            23,068           67,342            56,528
Income taxes                                               11,135             8,991           26,263            22,045
                                                          -------           -------          -------           -------

    NET EARNINGS                                         $ 17,416          $ 14,077         $ 41,079          $ 34,483
                                                         ========          ========         ========          ========
    DIVIDENDS DECLARED PER
       COMMON SHARE                                         .0125             .0125            .0375             .0375
                                                         ========          ========         ========          ========

Net earnings per share - basic                             $ 0.58            $ 0.46           $ 1.37            $ 1.14
                                                         ========          ========         ========          ========
Weighted average shares outstanding - basic                30,141            30,278           30,075            30,138
                                                         ========          ========         ========          ========
Net earnings per share - assuming dilution                 $ 0.57            $ 0.46           $ 1.34            $ 1.13
                                                         ========          ========         ========          ========
Weighted average shares outstanding -
   assuming dilution                                       30,766            30,708           30,652            30,632
                                                         ========          ========         ========          ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>


                      INVACARE CORPORATION AND SUBSIDIARIES
          Condensed Consolidated Statement of Cash Flows - (unaudited)
<TABLE>
<CAPTION>
                                                                                                     Nine Months Ended
                                                                                                       September 30,
                                                                                                    2000            1999
                                                                                                       (In thousands)
                                                                                                 -----------------------
<S>                                                                                                <C>             <C>
OPERATING ACTIVITIES
         Net earnings                                                                           $ 41,079        $ 34,483
         Adjustments to reconcile net earnings to
              net cash provided by operating activities:
              Depreciation and amortization                                                       23,337          18,114
              Provision for losses on receivables                                                  6,448           5,480
              Provision for deferred income taxes                                                  1,248          (1,123)
              Provision for other deferred liabilities                                            (4,617)            262
         Changes in operating assets and liabilities:
              Trade receivables                                                                  (24,955)        (16,578)
              Inventories                                                                         (9,743)         (7,920)
              Other current assets                                                                   (91)          3,202
              Accounts payable                                                                    12,677             112
              Accrued expenses                                                                   (12,748)          7,167
                                                                                                 -------         -------
                  NET CASH PROVIDED BY OPERATING ACTIVITIES                                       32,635          43,199

INVESTING ACTIVITIES
         Purchases of property and equipment                                                     (21,829)        (24,343)
         Proceeds from sale of property and equipment                                                163             649
         Installment sales contracts written                                                     (45,553)        (62,718)
         Payments received on installment sales contracts                                         54,220          55,023
         Marketable securities purchased                                                            (181)           (523)
         Marketable securities sold                                                                  991           1,382
         Increase in other investments                                                            (3,831)           (279)
         Increase in other long term assets                                                       (8,567)        (10,737)
         Business acquisitions, net of cash acquired                                                (696)       (141,715)
         Other                                                                                       146           2,077
                                                                                                 -------         -------
              NET CASH REQUIRED BY INVESTING ACTIVITIES                                          (25,137)       (181,184)

FINANCING ACTIVITIES
         Proceeds from revolving lines of credit and long-term borrowings                        111,107         252,269
         Principal payments on revolving lines of credit, long-term debt
             and capital lease obligations                                                      (126,204)       (106,783)
         Proceeds from exercise of stock options                                                   3,026           2,985
         Purchase of treasury stock                                                                    0          (2,662)
         Payment of Dividends                                                                     (1,122)         (1,121)
                                                                                                 -------         -------
            NET CASH (REQUIRED)/PROVIDED BY FINANCING ACTIVITIES                                 (13,193)        144,688
Effect of exchange rate changes on cash                                                           (4,056)           (238)
                                                                                                 -------         -------
Increase (Decrease) in cash and cash equivalents                                                  (9,751)          6,465
Cash and cash equivalents at beginning of period                                                  18,258           9,460
                                                                                                 -------         -------
Cash and cash equivalents at end of period                                                       $ 8,507        $ 15,925
                                                                                                 =======        ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>
                      INVACARE CORPORATION AND SUBSIDIARIES
                         Notes to Condensed Consolidated
                              Financial Statements
                                   (Unaudited)
                               September 30, 2000

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
interim  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,  2000,  and the results of its  operations  for the
three and nine months ended  September 30, 2000 and 1999 and changes in its cash
flows for the nine months  ended  September  30,  2000 and 1999.  The results of
operations  for the three and nine months  ended  September  30,  2000,  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.

Business  Segments - 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, beds, seating, self care patient aids, patient
lifts and slings and respiratory  products.  The Australasia segment consists of
three  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.

                                       6
<PAGE>
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  $15,105,000  and  $46,953,000  for the three and nine
months ended September 30, 2000 respectively.

The information by segment is as follows (in thousands):
<TABLE>
<CAPTION>
                                                                Three Months Ended                  Nine Months Ended
                                                                  September 30,                       September 30,
                                                              2000              1999              2000              1999
                                                          --------          --------          --------          --------
<S>                                                          <C>               <C>               <C>               <C>
   Revenues from external customers
        North America                                     $183,472          $167,816          $537,572          $486,947
        Europe                                              58,797            48,457           179,406           115,671
        Australia/Asia                                       8,172             7,062            24,019            19,004
                                                          --------          --------          --------          --------
        Consolidated                                      $250,441          $223,335          $740,997          $621,622
                                                          ========          ========          ========          ========

   Earnings (loss) before income taxes
        North America                                     $ 31,229          $ 27,803          $ 87,719          $ 77,177
        Europe                                               5,374             3,047             7,761             2,053
        Australia/Asia                                       2,701             2,711             7,664             6,409
        All Other *                                        (10,753)          (10,493)          (35,802)          (29,111)
                                                          --------          --------          --------          --------
        Consolidated                                       $28,551           $23,068           $67,342           $56,528
                                                           =======           =======           =======           =======
</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                  Nine Months Ended
                                                                   September 30,                       September 30,
                                                               2000             1999               2000             1999
                                                           --------          --------          --------          --------
<S>                                                           <C>              <C>               <C>               <C>
   Net earnings                                             $17,416          $14,077           $41,079           $34,483
   Foreign currency translation                              (2,837)            (804)          (11,412)           (2,848)
   Unrealized gain or (loss) on available
       for sale securities                                       42             (341)              372              (919)
                                                           --------          --------         --------          --------
   Total comprehensive earnings                             $14,621          $12,932           $30,039           $30,716
                                                            =======          =======           =======           =======
</TABLE>
                                       7
<PAGE>
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            Nine Months Ended
                                                                   September 30,                  September 30,
                                                                       (In thousands except per share data)
                                                                2000           1999           2000             1999
                                                            --------       --------       --------         --------
<S>                                                            <C>            <C>            <C>              <C>
Basic
   Weighted average common shares outstanding                 30,141         30,278         30,075           30,138

   Net income                                                $17,416        $14,077        $41,079          $34,483

   Net income per common share                                $  .58         $  .46        $  1.37          $  1.14

Diluted
   Weighted average common shares outstanding                 30,141         30,278         30,075           30,138
   Stock options                                                 625            430            577              494
                                                            --------       --------       --------         --------
   Weighted average common shares assuming  dilution          30,766         30,708         30,652           30,632

   Net income                                                $17,416        $14,077        $41,079          $34,483

   Net income per common share                                $  .57         $  .46        $  1.34          $  1.13
</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 company must adopt the statement no
later than the first  quarter of 2001.  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.

In December,  1999, the SEC Staff issued SAB No. 101  addressing  proper revenue
recognition  which must be adopted in the fourth  quarter of 2000.  In addition,
EITF 00-10, Accounting for Shipping and Handling Fees and Costs, was issued. The
transition  period for this statement is consistent  with SAB No. 101. To comply
with these  pronouncements,  reclassification  of shipping and handling  revenue
will be required.  The exact amount is not yet determinable;  however, it is not
expected to be material.

Statement of Cash Flows - The company made payments (in thousands) of:

                                        Nine Months Ended
                                           September 30,
                                   2000                     1999
                                 -------                 -------
       Interest                  $23,335                 $17,244
       Income taxes               21,390                  10,504

                                    8
<PAGE>
Inventories - Inventories consist of the following components (in thousands):

                           September 30,            December 31,
                                   2000                    1999
                                -------                 -------
       Raw materials           $ 30,243                $ 33,564
       Work in process           18,350                  16,825
       Finished goods            58,979                  58,146
                                -------                --------
                              $ 107,572               $ 108,535
                              =========               =========

The final  inventory  determination  under the LIFO method is 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):

                                          September 30,            December 31,
                                                   2000                    1999
                                                -------                 -------
       Land, buildings and improvements        $ 56,672                $ 58,974
       Machinery and equipment                  176,659                 163,717
       Furniture and fixtures                    13,711                  14,776
       Leasehold improvements                    10,496                   9,985
                                                -------                 -------
                                                257,538                 247,452
       Less allowance for depreciation         (118,783)               (110,320)
                                                -------                --------
                                               $138,755                $137,132
                                               ========                ========


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  September  30,  2000 were  $250,441,000
compared to  $223,335,000  the same period a year ago.  Excluding the net impact
from  acquisitions  and currency  translation,  overall net sales  increased 7%.
North American and Australasia posted solid sales increases in the quarter. Year
to date net sales  increased to $740,997,000  compared to $621,622,000  the same
period a year ago, representing a 19% increase,  with currency having a negative
impact  of  2%.  Excluding  the  net  impact  from   acquisitions  and  currency
translation,  overall year to date net sales increased 9% from the same period a
year ago.  The year to date  increase  was  driven  by  continued  strong  sales
increases in North America and Australasia.

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, increased 9% for
the quarter  and 10% for the first nine months of the year  compared to the same
periods a year ago. The increase was due principally to unit volume increases in
Distributed, Standard and Rehab.

                                       9
<PAGE>
European Operations

European  sales  increased  to  $58,797,000  from  $48,457,000  for the  quarter
primarily due to the  acquisition  of  Scandinavian  Mobility  International  AS
(SMI).  On a pro-forma  basis taking into  consideration  SMI,  European  sales,
excluding a negative impact of 10% from foreign currency,  decreased 7% from the
same period a year ago. Year to date, on a pro-forma  basis, net sales were flat
excluding a negative impact of 11% from foreign currency translation.

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,  Dynamic Controls,  a New Zealand
manufacturer of operating  components used in power wheelchairs and Invacare New
Zealand, a distribution  business. Net sales for the Australasia group increased
$1,110,000 or 16% for the quarter,  including a negative 21% impact from foreign
currency  translation.  Year to date net sales  increased  26%  including  a 16%
negative impact from foreign currency translation.

GROSS PROFIT

Gross profit as a percentage of net sales for the three and  nine-month  periods
ended  September 30, 2000 was 31.7% and 31.3%,  respectively,  compared to 31.6%
and 30.5% in the same periods last year.  Margins for North America,  Europe and
Australasia operations each increased year to date. For the quarter,  Europe and
Australasia  margins increased while North America  experienced a slight decline
principally due to the growth in sales of lower margin  products.  The company's
continued focus on productivity  improvements and cost controls in manufacturing
operations,  coupled with the  realization of synergies from the SMI acquisition
resulted in an increase in gross profit as a percentage of sales.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expense as a percentage of net sales for the
three  and  nine  months  ending   September  30,  2000  was  18.2%  and  20.1%,
respectively,  compared to 19.7% and 19.9% in the same  periods a year ago.  The
overall  dollar  increase was  $1,640,000  (4%) for the quarter and  $25,636,000
(21%) for the nine months with  acquisitions  contributing  $4,632,000 (11%) and
$21,262,000 (17%) respectively. Excluding the impact of acquisitions and foreign
currency,  selling, general and administrative expense for the first nine months
as a percent of sales  remained  relatively  flat  compared to the same period a
year ago.

                                       10
<PAGE>
North American selling, general and administrative costs, as a percent of sales,
for  the  three  and  nine  months  ending   September  30,  2000  decreased  by
approximately  one  percentage  point  compared to the same  periods a year ago.
Administrative  cost  reductions  and  hedging  gains more than offset the costs
associated with the company's  e-commerce and branding  initiatives  designed to
increase the general public's  awareness of home medical equipment  products and
specifically the Invacare brand name. European operations' selling,  general and
administrative costs, adjusted for acquisition and foreign currency impact, grew
at a slower rate than sales for the  quarter  and first nine months  compared to
the same  periods a year ago.  As a percent of sales,  cost were 18.1% and 22.1%
compared  to 23.1% and 25.1%  respectively  in the  prior  periods.  Australasia
operations'  costs  increased  $773,000 and $1,829,000 for the quarter and first
nine months respectively,  compared to the same periods a year ago. As a percent
of sales, cost were 27.1% and 26.8% compared to 20.4% and 24.2%  respectively in
the prior periods.

NON-RECURRING CHARGE AND ACQUISITION RESERVES

During the fourth  quarter of 1999,  the  company  announced  non-recurring  and
unusual charges of $14,800,000  ($9,028,000 or $.29 diluted per share after-tax)
primarily related to the acquisition of Scandinavian  Mobility  International AS
(SMI).  In the third  quarter of 2000,  the  company  reviewed  the  charges and
updated the components to reflect current year activity and estimates.  Based on
this review,  reserves for exit costs primarily for employee severance and lease
terminations  were reduced by $2,288,000.  These changes were entirely offset by
additional reserves of $588,000 for asset write-downs and $1,700,000 to increase
the  provision  for  doubtful  accounts.  There was no net  impact  on  reported
earnings for the quarter or year to date due to these changes. Of these charges,
$7,350,000 has been utilized  through  September 30, 2000 including  $259,000 in
the third  quarter of 2000 for exit costs.  The company  anticipates  all of the
remaining charge to be utilized in 2000.

In connection  with the  integration of SMI into  Invacare's  existing  European
operations,  the  company  recorded  additional  acquisition  reserves  of $10.1
million for additional  employee  severance,  lease  termination costs and legal
costs.

INTEREST

Interest  income in the  three  months  ended  September  30,  2000 was flat and
declined  by  $384,000  for the first nine  months,  when  compared  to the same
periods  a year ago,  as  decreased  volume in  customer  loan  refinancing  was
partially offset by an overall  increase in the portfolio's  effective rate. The
company's  tighter   refinancing  policy  resulted  in  the  reduced  number  of
refinances  written in the quarter.  The company believes its overall  long-term
profitability will be positively impacted by the change in policy.

For the quarter and first nine months,  interest expense  increased  compared to
the same  periods  a year  ago,  due to higher  average  outstanding  borrowings
resulting primarily from the acquisition of Scandinavian Mobility  International
AS (SMI) in the third  quarter  of 1999,  coupled  with an overall  increase  in
borrowing rates between years.

INCOME TAXES

The company anticipates the effective tax rate for 2001 may be reduced from 2000
as  a  result  of  several  items  including   increasing   profits  in  foreign
jurisdictions  taxed at rates lower than the domestic  effective  rate,  reduced
impact of domestic state taxes due to increased  foreign  earnings and increased
tax credits.

LIQUIDITY AND CAPITAL RESOURCES

The company's  reported overall level of long-term  obligations  decreased $36.2
million to $404.6  million for the nine months ended  September  30,  2000.  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,  2000,  the company had  approximately  $146.0
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
$249 million.

                                       11
<PAGE>
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, 2000. 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 2000 will approximate $28 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

Effective July 31, 1999, IVC Holdings  Denmark AS  ("Holdings"),  a wholly owned
subsidiary  of  Invacare   Corporation,   acquired   substantially  all  of  the
outstanding  shares of common stock of Scandinavian  Mobility  International  AS
(SMI),  a Danish  corporation  for  approximately  $142  million  in  cash.  The
acquisition  was  accounted  for under the purchase  method of  accounting.  The
excess of the purchase  price over the estimated  fair value of the common stock
acquired is being amortized over 40 years.  SMI is a producer and distributor of
rehabilitation products, mobility aids and related products in Europe.

CASH FLOWS

Cash flows  provided by operating  activities  were $32.6  million for the first
nine months of 2000  compared  to $43.2  million in 1999.  Operating  cash flows
decreased  in 2000 as a result of an increase in trade  receivables  and accrued
expenses partially offset by an increase in accounts payable and net earnings.

Cash flows required for investing activities decreased by $156.0 million for the
first nine months of 2000 when compared to 1999. The decrease is principally due
to Scandinavian Mobility International AS being acquired in the third quarter of
1999 and no sizable acquisition occurring in 2000. The remainder of the decrease
is principally due to a decrease in the level of installment  contracts  written
as the company continues to focus on improving collection levels.

Cash flows required by financing  activities were $13.2 million compared to cash
flows provided by financing activities of $144.7 million in 1999 which were used
primarily to fund the acquisition of  Scandinavian  Mobility  International  AS.
Financing activities through the first nine months of 2000 continued to focus on
reducing debt levels.

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.

                                       12
<PAGE>
DIVIDEND POLICY

On August 17, 2000, the Board of Directors for Invacare  Corporation  declared a
quarterly cash dividend of $.0125 per Common Share to  shareholders of record as
of October 2, 2000,  to be paid on October 13, 2000.  At the current  rate,  the
cash dividend will amount to $.05 per Common Share on an annual basis.

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 September 30, 2000 debt levels,  a 1% change in interest
rates would impact interest  expense by  approximately  $1,269,000 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.  In
addition,  the company's  existing  multi-currency  revolving  credit  agreement
allows the company to borrow in foreign  currency which can reduce the company's
exposure to foreign currency fluctuations. 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.

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.
Forward-looking  statements  include  information  concerning  our  possible  or
assumed  future  results of operations and statements in which we use words such
as "expect," "will,"  "believe,"  "anticipate,"  "intend,"  "plan,"  "estimate,"
"project"  or similar  expressions.  Actual  results and events,  including  the
results  from  the  acquisition   and   integration  of  Scandinavian   Mobility
International  AS (SMI) may differ  significantly  from those  anticipated  as a
result of risks and uncertainties which include, but are not limited to, pricing
pressures,  increasing raw material  costs,  the  consolidations  of health care
customers and competitors, the availability of strategic acquisition candidates,
government  reimbursement  issues  including  those that affect the viability of
customers,  the  effect  in  offering  customers  competitive  financing  terms,
Invacare's ability to effectively integrate acquired companies, the difficulties
in managing and operating  businesses in many different  foreign  jurisdictions,
the overall economic,  market and industry growth  conditions,  foreign currency
and  interest  rate risk,  as well as the risks  described  from time to time in
Invacare's reports as filed with the Securities and Exchange Commission.

                                       13
<PAGE>
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.

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:
                                                         Thomas R. Miklich
                                                         Chief Financial Officer

Date:  November 13, 2000


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