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, 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 May 11, 2000, the company had 28,644,658 Common Shares and 1,432,031 Class B Common Shares outstanding. 1 INVACARE CORPORATION INDEX Part I. FINANCIAL INFORMATION: Page No. Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheet - March 31, 2000 and December 31, 1999.........................3 Condensed Consolidated Statement of Earnings - Three Months Ended March 31, 2000 and 1999...................4 Condensed Consolidated Statement of Cash Flows - Three Months Ended March 31, 2000 and 1999...................5 Notes to Condensed Consolidated Financial Statements - March 31, 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...............13 Part II. OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K.....................................14 SIGNATURES....................................................................14 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) INVACARE CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheet - (unaudited) March 31, December 31, 2000 1999 ASSETS (In thousands) - ------ -------------------------------- CURRENT ASSETS .........Cash and cash equivalents $ 18,648 $18,258 .........Marketable securities 1,453 1,593 .........Trade receivables, net 180,685 181,550 .........Installment receivables, net 69,963 70,378 .........Inventories 110,080 108,535 .........Deferred income taxes 26,090 26,561 .........Other current assets 11,008 11,745 ------------------------------- ......... TOTAL CURRENT ASSETS 417,927 418,620 OTHER ASSETS 77,807 71,316 PROPERTY AND EQUIPMENT, NET 139,468 137,132 GOODWILL, NET 319,010 328,217 ------------------------------- ......... TOTAL ASSETS $954,212 $955,285 =============================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES .........Accounts payable $62,793 $58,367 .........Accrued expenses 84,037 97,156 .........Accrued income taxes 17,668 15,547 .........Current maturities of long-term obligations 8,449 6,401 ------------------------------ ......... TOTAL CURRENT LIABILITIES 172,947 177,471 LONG-TERM DEBT 436,056 440,795 OTHER LONG-TERM OBLIGATIONS 17,492 18,147 SHAREHOLDERS' EQUITY .........Preferred shares 0 0 .........Common shares 7,282 7,282 .........Class B common shares 358 358 .........Additional paid-in-capital 79,055 79,470 .........Retained earnings 261,555 251,955 .........Accumulated other comprehensive earnings (10,398) (8,976) .........Treasury shares (10,135) (11,217) ------------------------------ ......... TOTAL SHAREHOLDERS' EQUITY 327,717 318,872 ------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $954,212 $955,285 =============================== See notes to condensed consolidated financial statements. 3 INVACARE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statement of Earnings - (unaudited) Three Months Ended March 31, 2000 1999 -------------- -------------- (In thousands except per share data) Net sales $244,303 $196,092 Cost of products sold 171,423 139,355 -------------- ------------- Gross profit 72,880 56,737 Selling, general and administrative expense 51,425 39,747 -------------- ------------- Income from operations 21,455 16,990 Interest income 1,737 1,872 Interest expense (6,841) (4,940) -------------- ------------- Earnings before income taxes 16,351 13,922 Income taxes 6,377 5,430 -------------- ------------- NET EARNINGS $ 9,974 $ 8,492 ============= ============= DIVIDENDS DECLARED PER COMMON SHARE .0125 .0125 ============= ============= Net earnings per share - basic $ 0.33 $ 0.28 ============= ============= Weighted average shares outstanding - basic 29,998 29,957 ============= ============= Net earnings per share - assuming dilution $ 0.33 $ 0.28 ============= ============= Weighted average shares outstanding - assuming dilution 30,503 30,513 ============= ============= See notes to condensed consolidated financial statements. 4 INVACARE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statement of Cash Flows - (unaudited) Three Months Ended March 31, 2000 (In thousands) ----------------------- OPERATING ACTIVITIES Net earnings $ 9,974 $ 8,492 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 7,849 5,998 Provision for losses on receivables 2,256 (225) Provision for deferred income taxes 1,067 (1,302) Provision for other deferred liabilities (1,172) 517 Changes in operating assets and liabilities: Trade receivables (2,666) (6,479) Inventories (3,384) (1,374) Other current assets 561 661 Accounts payable 7,478 877 Accrued expenses (8,179) 4,351 ----------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 13,784 11,516 INVESTING ACTIVITIES Purchases of property and equipment (8,332) (4,619) Capitalized consulting costs (677) (3,532) Proceeds from sale of property and equipment 61 45 Installment sales contracts written (17,691) (17,173) Payments received on installment sales contracts 19,053 17,738 Marketable securities purchased (95) (416) Marketable securities sold 116 260 Increase in other investments (25) (152) Increase in other long term assets (7,269) (2,454) Other (600) (320) ----------------------- NET CASH REQUIRED BY INVESTING ACTIVITIES (15,459) (10,623) FINANCING ACTIVITIES Proceeds from revolving lines of credit and long-term borrowings 24,194 24,614 Principal payments on revolving lines of credit, long-term debt and capital lease obligations (21,364) (25,905) Proceeds from exercise of stock options 452 1,353 Payment of Dividends (372) (375) ----------------------- NET CASH (REQUIRED)/PROVIDED BY FINANCING ACTIVITIES 2,910 (313) Effect of exchange rate changes on cash (845) 1,108 ----------------------- Increase in cash and cash equivalents 390 1,688 Cash and cash equivalents at beginning of period 18,258 9,460 ----------------------- Cash and cash equivalents at end of period $ 18,648 $ 11,148 ======================== See notes to condensed consolidated financial statements. 5 INVACARE CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 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 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, 2000 and the results of its operations for the three months ended March 31, 2000 and 1999 and changes in its cash flows for the three months ended March 31, 2000 and 1999. The results of operations for the three months ended March 31, 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 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. 6 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 $16,213,000 for the period ended March 31, 2000 and $12,874,000 for the same period a year ago. The information by segment is as follows (in thousands): Three Months Ended March 31, 2000 1999 -------------------------- Revenues from external customers North America $175,658 $158,853 Europe 60,472 31,954 Australia/Asia 7,601 5,277 All Other * 572 8 --------------------------- Consolidated $244,303 $196,092 Earnings (loss) before income taxes North America $28,052 $ 23,843 Europe 394 (1,739) Australia/Asia 2,289 1,521 All Other * (14,384) (9,703) --------------------------- Consolidated $ 16,351 $ 13,922 * 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): Three Months Ended March 31, 2000 1999 -------------------------- Net earnings $9,974 $8,492 Foreign currency translation (loss) (1,890) (137) Unrealized gain or (loss) on available for sale securities 468 (552) --------------------------- Total comprehensive earnings $8,552 $7,803 =========================== 7 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. Three Months Ended March 31, 2000 1999 ------------------------ (In thousands except per share data) Basic Average common shares outstanding 29,998 29,957 Net earnings $9,974 $8,492 Net earnings per common share $ .33 $ .28 Diluted Average common shares outstanding 29,998 29,957 Stock options 505 556 ------------------------ Average common shares assuming dilution 30,503 30,513 Net earnings $9,974 $8,492 Net earnings per common share $ .33 $ .28 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, 2000. 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, 2000 1999 ------------------------ Interest $8,389 $6,412 Income taxes 3,052 1,824 Inventories - Inventories consist of the following components (in thousands): March 31, March 31, 2000 1999 ------------------------ Raw materials $ 32,888 $ 33,564 Work in process 15,501 16,825 Finished goods 61,691 58,146 ------------------------ $ 110,080 $108,535 ========================= 8 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): March 31, December 31, 2000 1999 ------------------------ Land, buildings and improvements $ 58,233 $ 58,974 Machinery and equipment 169,795 163,717 Furniture and fixtures 15,057 14,776 Leasehold improvements 10,064 9,985 ------------------------ 253,149 247,452 Less allowance for depreciation (113,681) (110,320) ------------------------ $139,468 $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 March 31, 2000 were $244,303,000 compared to $196,092,000 for the same period a year ago, representing a 25% increase. Excluding the net impact from acquisition and currency translation, overall sales increased 10%. The increase was driven primarily by strong increases in North American and Australasian sales principally do to higher unit volume sales in both segments. 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 11% from the prior year. The gain was due principally to unit volume growth in Distributed products (up 18%) and Standard products (up 14%). Canada also experienced significant growth as sales increased 26% over the prior period. European Operations European sales increased to $60,472,000 from $31,954,000 in the prior year with the acquisition of Scandinavian Mobility International (SMI) increasing sales by $32,877,000. On a pro-forma basis taking into consideration SMI, European sales, excluding a negative impact of 13% from foreign currency, increased 6% from the same period a year ago. 9 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 over 50%, excluding the negative impact of 8% from foreign currency translation. Sales were positively impacted by new product introduction and continued expansion into Australia which began in 1999. GROSS PROFIT Gross profit as a percentage of net sales for the three month period ended March 31, 2000 was 29.8% compared to 28.9% for the same period last year. Margins for North American operations were 28.1%, in line with margins reported in the prior year. Gross profit for Europe and Australasia improved with Europe margins positively impacted by the acquisition of SMI, which has margins, as a percent to sales, higher than the existing European operations. The overall increase in margins as a percentage of net sales is a result of the company's manufacturing cost improvements and the company's focus on redesigning products in order to lower manufacturing costs while improving quality and reliability. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expense as a percentage of net sales for the three months ended March 31, 2000 was 21.0% compared to 20.3% in the same period a year ago. The dollar increase was $11,678,000 or 29.4% with acquisitions accounting for $8,417,000 or 21.2% of the dollar increase. Excluding the impact of acquisitions and foreign currency, selling, general and administrative expense as a percent of sales remained relatively flat with the prior year. North American selling, general and administrative costs as a percentage of net sales increased by approximately 1% from the prior year. The overall dollar increase was $5,144,000 with approximately $329,000 related to acquisition and foreign currency impact. European and Australasia operations' selling, general and administrative costs grew at a slower rate than sales for the quarter. NON-RECURRING CHARGE In 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"). Of these charges, $6,514,000 have been utilized through March 31, 2000 including $308,000 and $257,000 in the first quarter of 2000 for exit costs, and asset write-downs and other non-recurring items, respectively. The company anticipates all of the remaining charge to be utilized in 2000. INTEREST Interest income in the three months ended March 31, 2000 declined by approximately $135,000 compared to the same period a year ago, as decreased volume in customer loan refinancing was offset by an overall increase in the portfolio's effective rate. The company has significantly tightened its 10 refinancing policy thereby reducing the 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, interest expense increased due to higher average outstanding borrowings resulting primarily from the acquisition of Scandinavian Mobility International A/S in the third quarter of 1999. 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 $4.7 million to $436.1 million for the three months ended March 31, 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 March 31, 2000, the company had approximately $107.3 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 $174 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 conditions. CAPITAL EXPENDITURES There were no material capital expenditure commitments outstanding as of March 31, 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 A/S ("Holdings"), a wholly owned subsidiary of Invacare Corporation, acquired substantially all of the outstanding shares of common stock of Scandinavian Mobility International A/S ("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. 11 CASH FLOWS Cash flows provided by operating activities were $13.8 million for the first quarter of 2000 compared to $11.5 million in 1999. Operating cash flows increased in 2000 as a result of a change in trade receivables offset to some extent by the net change in accounts payable and accrued expenses, as the timing of certain expenses varied between quarters. Operating cash flows were also positively impacted by increased net earnings. Cash flows required for investing activities increased by $4.8 million for the first quarter of 2000 when compared to 1999. The increase is a result of increased other long term assets which was impacted, in part, by premiums paid on various company policies including executive life insurance. Cash flows provided by financing activities were $2.9 million compared to cash required of $.3 million in 1999. Financing activities for the first quarter of 2000 were impacted by the proceeds from revolving lines of credit and long-term borrowings which exceeded payments on long term borrowings. 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, 2000, the Board of Directors for Invacare Corporation declared a quarterly cash dividend of $.0125 per Common Share to shareholders of record as of April 3, 2000, to be paid on April 14, 2000. 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 currently is not aware of any significant problems that have arisen for its customers and suppliers. The company completed a comprehensive project, which included the modification of existing information technology in order to recognize the year 2000 and the conversion of its critical data processing systems. The project consisted of an iterative process of assessing, remediating, testing and implementing new software as required. The company was also in contact with each of its major customers and vendors to make sure that they were also year 2000 compliant. The company spent approximately $6.3 million on the project and funded it entirely through operating cash flows. The 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 project did not have a material effect on the company's results of operations or financial position. The company did not experience any significant malfunctions or errors in its operating or business systems when the date changed from 1999 to 2000. Based on operations since January 1, 2000, the company does not expect any significant 12 impact on its ongoing business as a result of the Year 2000 Problem. However, it is possible that the full impact of the Year 2000 Problem has not been fully recognized. 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, 2000 debt levels, a 1% change in interest rates would impact interest expense by approximately $1,640,000 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. 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 and the acceleration of certain strategic initiatives for which a non-recurring 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, 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 timely completion of facility consolidations, 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 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: May 12, 2000 14