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 ---------------------------------------------------------- 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. 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 3 Part I. FINANCIAL INFORMATION Item 1 Financial Statements (Unaudited) INVACARE CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheet - (unaudited) March 31, December 31, 1999 1998 ASSETS (In thousands) - ------------- -------------------------------- 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 ================================ See notes to condensed consolidated financial statements. 4 INVACARE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statement of Earnings - (unaudited) Three Months Ended March 31, 1999 1998 ---------------------------------- (In thousands except per share data) 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 =========== ========= See notes to condensed consolidated financial statements. 5 INVACARE CORPORATION AND SUBSIDIARIES Condensed Consolidated Statement of Cash Flows - (unaudited) Three Months Ended March 31, 1999 1998 (In thousands) ---------------------------- 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 ============================= See notes to condensed consolidated financial statements. 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. 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): North Australia/ All America Europe Asia Other* Consolidated ------------- ----------- --------------- ----------- ----------------- 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 * 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, 1999 1998 -------------------------- 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 ========================== 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. Three Months Ended March 31, 1999 1998 (In thousands except per share data) ------------------------------------ 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 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. 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. 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. 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. 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. 13 Resolution Phases 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 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. 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. 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