R
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the fiscal year ended December 31, 2007
|
|
or
|
|
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the transition period
from to
|
Ohio
|
95-2680965
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
Title of Each Class
|
Name of Exchange on which
Registered
|
Common
Shares, without par value
Rights
to Purchase Preferred Shares, without par value
|
New
York Stock Exchange
New
York Stock Exchange
|
Item
|
|
Page
|
|
||
I-3
|
||
I-16
|
||
I-26
|
||
I-26
|
||
I-29
|
||
I-29
|
||
|
I-29
|
|
|
||
I-30
|
||
I-33
|
||
I-34
|
||
I-47
|
||
I-48
|
||
I-48
|
||
I-48
|
||
I-48
|
||
|
||
I-49
|
||
I-49
|
||
I-49
|
||
I-49
|
||
I-49
|
||
|
||
I-50
|
||
I-51
|
|
•
|
designing and
developing innovative and technologically superior
products;
|
|
•
|
ensuring
continued focus on our primary market — the non-acute health care
market;
|
|
•
|
marketing our
broad range of products;
|
|
•
|
providing the
industry’s most professional and cost-effective sales, customer service
and distribution
organization;
|
|
•
|
supplying
superior and innovative provider support and aggressive product line
extensions;
|
|
•
|
building a strong
referral base among health care
professionals;
|
|
•
|
continuously
advancing and recruiting top management
candidates;
|
|
•
|
empowering all
employees;
|
|
•
|
providing a
performance-based reward
environment; and
|
|
•
|
continually
striving for total quality throughout the
organization.
|
|
•
|
cease
manufacturing and selling any of the company’s products that incorporate
the challenged intellectual
property;
|
|
•
|
obtain
a license from the holder of the infringed intellectual property right
alleged to have been infringed, which license may not be available on
commercially reasonable terms, if at
all; or
|
|
•
|
redesign
or rename the company’s products, which may not be possible, and could be
costly and time consuming.
|
|
•
|
the
company’s ability to realize operating efficiencies, synergies, or other
benefits expected from an acquisition, and possible delays in realizing
the benefits of the acquired company or
products;
|
|
•
|
diversion
of management’s time and attention from other business
concerns;
|
|
•
|
difficulties
in retaining key employees of the acquired businesses who are necessary to
manage these businesses;
|
|
•
|
difficulties
in maintaining uniform standards, controls, procedures and policies
throughout acquired
companies;
|
|
•
|
adverse
effects on existing business relationships with suppliers or
customers;
|
|
•
|
the
risks associated with the assumption of contingent or undisclosed
liabilities of acquisition
targets; and
|
|
•
|
ability
to generate future cash flows or the availability of
financing.
|
|
•
|
difficulties
in enforcing agreements and collecting receivables through certain foreign
legal systems;
|
|
•
|
foreign
customers who may have longer payment cycles than customers in the United
States;
|
|
•
|
tax
rates in certain foreign countries that may exceed those in the United
States and foreign earnings that may be subject to withholding
requirements;
|
|
•
|
the
imposition of tariffs, exchange controls or other trade restrictions
including transfer pricing restrictions when products produced in one
country are sold to an affiliated entity in another
country;
|
|
•
|
general
economic and political conditions in countries where the company operates
or where end users of the company’s products
reside;
|
|
•
|
difficulties
associated with managing a large organization spread throughout various
countries;
|
|
•
|
difficulties
in enforcing intellectual property rights and weaker intellectual property
rights protection in some
countries;
|
|
•
|
required
compliance with a variety of foreign laws and
regulations;
|
|
•
|
different
regulatory environments and reimbursement
systems; and
|
|
•
|
differing
consumer product
preferences.
|
North American/HME
Operations
|
Square
Feet
|
Ownership
Or
Expiration
Date of
Lease
|
Renewal
Options
|
Use
|
Alexandria,
Virginia
|
230
|
September 2008
|
None
|
Offices
|
Alpharetta,
Georgia
|
11,605
|
December 2008
|
None
|
Warehouse and
Offices
|
Arlington,
Texas
|
63,626
|
May
2011
|
None
|
Warehouse
|
Atlanta,
Georgia
|
91,418
|
April
2011
|
One (3
yr.)
|
Warehouse and
Offices
|
Augusta,
Georgia
|
3,200
|
September
2008
|
Two (1
yr.)
|
Warehouse and
Offices
|
Edison, New
Jersey
|
75,291
|
March 2010
|
None
|
Warehouse and
Offices
|
Elyria,
Ohio
|
|
|
|
|
—Taylor
Street
|
251,656
|
Own
|
—
|
Manufacturing and
Offices
|
—Cleveland
Street
|
141,657
|
November
2010
|
None
|
Warehouse
|
—One Invacare
Way
|
50,000
|
Own
|
—
|
Headquarters
|
—1320 Taylor
Street
|
30,000
|
January
2010
|
One (5
yr.)
|
Offices
|
—1160 Taylor
Street
|
4,800
|
Own
|
—
|
Warehouse and
Offices
|
Hong Kong,
China
|
2,557
|
December 2009
|
None
|
Offices
|
Kirkland,
Quebec
|
26,196
|
November
2010
|
One (5
yr.)
|
Manufacturing, Warehouse and
Offices
|
North American/HME
Operations
|
Square
Feet
|
Ownership
Or Expiration
Date of
Lease
|
Renewal
Options
|
Use
|
Marlboro, New
Jersey
|
2,800
|
Month to
Month
|
None
|
Offices
|
Mississauga,
Ontario
|
26,530
|
November
2011
|
Two (5
yr.)
|
Warehouse and
Offices
|
Morton,
Minnesota
|
26,900
|
June 2009
|
Two (4
yr.)
|
Manufacturing, Warehouse and
Offices
|
North Ridgeville,
Ohio
|
152,861
|
Own
|
—
|
Manufacturing, Warehouses and
Offices
|
North Ridgeville,
Ohio
|
33,000
|
Month to
Month
|
None
|
Offices
|
Pharr,
Texas
|
2,672
|
Month to
Month
|
—
|
Warehouse
|
Pinellas Park,
Florida
|
11,400
|
July 2008
|
None
|
Manufacturing and
Offices
|
Pinellas Park,
Florida
|
3,200
|
July 2008
|
One (1
yr.)
|
Manufacturing
|
Reynosa,
Mexico
|
152,256
|
Own
|
—
|
Manufacturing and
Offices
|
Richardson,
Texas
|
7,920
|
December 2008
|
None
|
Warehouse and
Offices
|
Sacramento,
California
|
26,900
|
May
2008
|
One (3
yr.)
|
Manufacturing, Warehouse and
Offices
|
Sanford,
Florida
|
116,272
|
Own
|
—
|
Manufacturing and
Offices
|
Scarborough,
Ontario
|
5,428
|
February
2011
|
None
|
Manufacturing and
Offices
|
Simi Valley,
California
|
38,501
|
February
2009
|
Two (5
yr.)
|
Manufacturing, Warehouse and
Offices
|
Spicewood,
Texas
|
6,500
|
Month to
Month
|
None
|
Manufacturing and
Offices
|
Suzhou,
China
|
45,208
|
May
2008
|
None
|
Manufacturing and
Offices
|
Tonawanda, New
York
|
7,515
|
March 2008
|
None
|
Warehouse and
Offices
|
Traverse City,
Michigan
|
1,344
|
Month to
Month
|
None
|
Manufacturing and
Offices
|
Vaughan,
Ontario
|
19,063
|
June 2008
|
None
|
Manufacturing and
Offices
|
Vaughan,
Ontario
|
7,574
|
December 2010
|
None
|
Manufacturing and
Offices
|
Invacare Supply
Group
|
|
|
|
|
Atlanta,
Georgia
|
45,866
|
May
2008
|
None
|
Warehouse and
Offices
|
Grand Prairie,
Texas
|
43,754
|
April
2008
|
One (3
yr.)
|
Warehouse and
Offices
|
Jamesburg, New
Jersey
|
83,200
|
November
2009
|
One (5
yr.)
|
Warehouse and
Offices
|
Milford,
Massachusetts
|
28,700
|
December
2015
|
None
|
Offices
|
Rancho Cucamonga,
California
|
55,890
|
June
2009
|
None
|
Warehouse and
Offices
|
South Bend,
Indiana
|
48,000
|
August
2008
|
Two (5
yr.)
|
Warehouse
|
Elkhart,
Indiana
|
43,268
|
October
2009
|
Two (5 yr.)
|
Manufacturing, Warehouses and
Offices
|
London,
Ontario
|
103,200
|
Own
|
—
|
Manufacturing and
Offices
|
London,
Ontario
|
5,648
|
Month to
Month
|
—
|
Warehouse
|
Overland,
Missouri
|
7,500
|
Month to
Month
|
None
|
Offices
|
Asia/Pacific
Operations
|
|
|
|
|
Adelaide,
Australia
|
9,601
|
December
2010
|
One (3 yr.)
|
Manufacturing, Warehouse and
Offices
|
Auckland, New
Zealand
|
30,518
|
September 2008
|
Two (3 yr.)
|
Manufacturing, Warehouse and
Offices
|
Brisbane,
Australia
|
2,640
|
December 2008
|
One (3 yr.)
|
Warehouse and
Offices
|
Broadview,
Australia
|
16,146
|
October
2011
|
One (5 yr.)
|
Manufacturing, Warehouse and
Offices
|
Christchurch, New
Zealand
|
15,683
|
December 2014
|
Two (6 yr.)
|
Offices
|
Christchurch, New
Zealand
|
80,213
|
December 2008
|
One (3 yr.)
|
Manufacturing, Warehouse and
Offices
|
Melbourne,
Australia
|
16,006
|
December
2012
|
One (5 yr.)
|
Manufacturing, Warehouse and
Offices
|
Newtown,
Australia
|
721
|
March 2008
|
One (1 yr.)
|
Retail
|
North Olmsted,
Ohio
|
2,280
|
October
2008
|
One (3yr.)
|
Offices
|
Southport,
Australia
|
1,119
|
Month to
Month
|
One (3 yr.)
|
Retail
|
Stafford,
Australia
|
2,906
|
May 2008
|
Open
|
Warehouse
|
Asia/Pacific
Operations
|
Square
Feet
|
Ownership
Or Expiration
Date of
Lease
|
Renewal
Options
|
Use
|
Suzhou,
China
|
41,290
|
June 2010
|
—
|
Manufacturing and
Offices
|
Sydney,
Australia
|
42,477
|
February
2009
|
Two (3 yr.)
|
Warehouse and
Offices
|
Taipei,
Taiwan
|
2,153
|
June 2008
|
—
|
Offices
|
Taipei,
Taiwan
|
845
|
July
2008
|
—
|
Offices
|
Windsor,
Australia
|
20,312
|
October
2008
|
Open
|
Manufacturing, Warehouse and
Offices
|
Windsor,
Australia
|
883
|
October
2008
|
Open
|
Manufacturing
|
Windsor,
Australia
|
1,119
|
March 2008
|
Open
|
Manufacturing
|
Windsor,
Australia
|
3,014
|
October
2008
|
Open
|
Retail
|
Windsor,
Australia
|
3,498
|
March 2008
|
Open
|
Warehouse
|
Worcester, United
Kingdom
|
15,865
|
June 2013
|
Two (6 yr.)
|
Warehouse and
Offices
|
European
Operations
|
|
|
|
|
Albstadt,
Germany
|
78,494
|
February
2018
|
Two (5 yr.)
|
Manufacturing, Warehouse and
Offices
|
Anderstorp,
Sweden
|
47,560
|
Own
|
—
|
Manufacturing, Warehouse and
Offices
|
Bergen,
Norway
|
1,076
|
April 2009
|
One (5 yr.)
|
Warehouse and
Offices
|
Bridgend,
Wales
|
131,522
|
Own
|
—
|
Manufacturing, Warehouse and
Offices
|
Brondby,
Denmark
|
8,342
|
June 2008
|
One (1 yr.)
|
Warehouse and
Offices
|
Cardiff,
Wales
|
31,000
|
December 2011
|
One (5 yr.)
|
Warehouse and
Offices
|
Dio, Sweden
|
107,600
|
Own
|
—
|
Manufacturing, Warehouse and
Offices
|
Dublin,
Ireland
|
5,000
|
December 2024
|
Three (5
yr.)
|
Warehouse and
Offices
|
Ede, The
Netherlands
|
12,917
|
May 2009
|
One (5 yr.)
|
Warehouse
|
Ede, The
Netherlands
|
4,628
|
November 2011
|
One (5 yr.)
|
Offices
|
Ede, The
Netherlands
|
4,628
|
May 2011
|
One (5 yr.)
|
Offices
|
Fondettes,
France
|
122,915
|
Own
|
—
|
Manufacturing
|
Fondettes,
France
|
109,706
|
Own
|
—
|
Warehouse and
Offices
|
Girona,
Spain
|
13,600
|
November
2011
|
One (1 yr.)
|
Warehouse and
Offices
|
Gland,
Switzerland
|
5,533
|
September 2008
|
One (5 yr.)
|
Offices
|
Gland,
Switzerland
|
1,292
|
September 2008
|
One (4 yr.)
|
Offices
|
Goteberg,
Sweden
|
7,500
|
June 2009
|
One (3 yr.)
|
Warehouse and
Offices
|
Hong,
Denmark
|
155,541
|
Own
|
—
|
Manufacturing, Warehouse and
Offices
|
Isny,
Germany
|
40,000
|
Own
|
—
|
Manufacturing, Warehouses and
Offices
|
Isny,
Germany
|
885
|
November
2009
|
None
|
Warehouse
|
Landskrona,
Sweden
|
3,099
|
April 2008
|
One (3 yr.)
|
Warehouse
|
Loppem,
Belgium
|
17,539
|
March 2009
|
One (3 yr.)
|
Warehouse and
Offices
|
Mondsee,
Austria
|
2,153
|
March 2008
|
One (3 yr.)
|
Warehouse and
Offices
|
Oporto,
Portugal
|
27,800
|
Own
|
—
|
Manufacturing, Warehouse and
Offices
|
Oskarshamn,
Sweden
|
3,551
|
December 2008
|
One (1 yr.)
|
Warehouse
|
Oslo,
Norway
|
36,414
|
August 2011
|
None
|
Warehouse and
Offices
|
Porta Westfalica,
Germany
|
134,563
|
October
2021
|
After 17
yrs
|
Manufacturing, Warehouse and
Offices
|
Spanga,
Sweden
|
3,228
|
June 2010
|
One (3 yr.)
|
Warehouse and
Offices
|
Spanga,
Sweden
|
16,140
|
Own
|
—
|
Warehouse and
Offices
|
St. Cyr sur Loire,
France
|
538
|
Own
|
—
|
Offices
|
Thiene,
Italy
|
21,520
|
Own
|
—
|
Warehouse and
Offices
|
Tours,
France
|
6,626
|
Own
|
—
|
Warehouse and
Offices
|
Trondheim,
Norway
|
3,229
|
November 2010
|
One (3 yr.)
|
Services and
Offices
|
Witterswil,
Switzerland
|
40,328
|
March 2015
|
One (5 yr.)
|
Manufacturing, Warehouse, and
Offices
|
Witterswil,
Switzerland
|
1,954
|
February 2009
|
—
|
Warehouse
|
Name
|
Age
|
Position
|
A. Malachi
Mixon, III
|
67
|
Chairman of the Board of Directors
and Chief Executive Officer
|
Gerald B.
Blouch
|
61
|
President, Chief Operating Officer
and Director**
|
Gregory C.
Thompson
|
52
|
Senior Vice President and Chief
Financial Officer**
|
Dale C.
LaPorte
|
66
|
Senior Vice President —
Business Development, General Counsel and
Secretary
|
Joseph B.
Richey, II
|
71
|
President — Invacare
Technologies, Senior Vice President — Electronics and Design
Engineering and Director
|
Louis F.J.
Slangen
|
60
|
Senior Vice President —
Global Market Development
|
Joseph S.
Usaj
|
56
|
Senior Vice President — Human
Resources
|
*
|
The description
of executive officers is included pursuant to Instruction 3 to
Section (b) of Item 401 of
Regulation S-K.
|
**
|
As previously
announced, Mr. Thompson has resigned from his employment with the company,
effective as of March 1, 2008, for another
opportunity. Effective March 1, 2008, Mr. Blouch will assume
the additional responsibilities of acting Chief Financial
Officer.
|
|
|
2007
|
|
|
2006
|
|
||||||||||||||||||
Quarter
Ended:
|
|
High
|
|
|
Low
|
|
|
Cash Dividends
Declared
|
|
|
High
|
|
|
Low
|
|
|
Cash Dividends
Declared
|
|
||||||
December 31
|
|
$
|
27.48
|
|
|
$
|
23.18
|
|
|
$
|
0.0125
|
|
|
$
|
25.27
|
|
|
$
|
21.39
|
|
|
$
|
0.0125
|
|
September 30
|
|
|
25.51
|
|
|
|
18.00
|
|
|
|
0.0125
|
|
|
|
25.59
|
|
|
|
20.18
|
|
|
|
0.0125
|
|
June 30
|
|
|
19.32
|
|
|
|
17.35
|
|
|
|
0.0125
|
|
|
|
31.16
|
|
|
|
24.84
|
|
|
|
0.0125
|
|
March 31
|
|
|
24.45
|
|
|
|
17.42
|
|
|
|
0.0125
|
|
|
|
35.12
|
|
|
|
30.32
|
|
|
|
0.0125
|
|
*
|
The S&P Healthcare
Equipment & Supplies Index is a capitalization-weighted average
index comprised of health care companies in the S&P 500
Index.
|
Period
|
|
Total Number
of
Shares
Purchased
|
|
|
Average Price
Paid Per
Share
|
|
|
Total Number of
Shares
Purchased as Part
of
Publicly
Announced
Plans or
Programs
|
|
|
Maximum Number
of Shares That May
Yet
Be Purchased
Under
the Plans or
Programs
|
|
||||
10/1/2007-10/31/07
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
11/1/2007-
11/30/07
|
|
|
6,226
|
|
|
|
25.46
|
|
|
|
—
|
|
|
|
—
|
|
12/1/2007-12/31/07
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
|
6,226
|
|
|
$
|
25.46
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2007 *
|
|
|
|
2006 **
|
|
|
|
2005 ***
|
|
|
2004
|
|
|
2003
|
|
||
|
|
(In thousands, except per share
and ratio data)
|
|
|||||||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net
Sales
|
|
$
|
1,602,237
|
|
|
$
|
1,498,035
|
|
|
$
|
1,529,732
|
|
|
$
|
1,403,327
|
|
|
$
|
1,247,176
|
|
Net Earnings
(loss)
|
|
|
1,190
|
|
|
|
(317,774
|
)
|
|
|
48,852
|
|
|
|
75,197
|
|
|
|
71,409
|
|
Net Earnings (loss) per
Share — Basic
|
|
|
0.04
|
|
|
|
(10.00
|
)
|
|
|
1.55
|
|
|
|
2.41
|
|
|
|
2.31
|
|
Net Earnings (loss) per
Share — Assuming Dilution
|
|
|
0.04
|
|
|
|
(10.00
|
)
|
|
|
1.51
|
|
|
|
2.33
|
|
|
|
2.25
|
|
Dividends per Common
Share
|
|
|
0.05
|
|
|
|
0.05
|
|
|
|
0.05
|
|
|
|
0.05
|
|
|
|
0.05
|
|
Dividends per Class B Common
Share
|
|
|
0.04545
|
|
|
|
0.04545
|
|
|
|
0.04545
|
|
|
|
0.04545
|
|
|
|
0.04545
|
|
Balance
Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
$
|
591,085
|
|
|
$
|
655,758
|
|
|
$
|
594,466
|
|
|
$
|
565,151
|
|
|
$
|
474,722
|
|
Total
Assets
|
|
|
1,500,042
|
|
|
|
1,490,451
|
|
|
|
1,646,772
|
|
|
|
1,628,124
|
|
|
|
1,108,213
|
|
Current
Liabilities
|
|
|
326,611
|
|
|
|
447,976
|
|
|
|
356,707
|
|
|
|
258,141
|
|
|
|
223,488
|
|
Working
Capital
|
|
|
264,474
|
|
|
|
207,782
|
|
|
|
237,759
|
|
|
|
307,010
|
|
|
|
251,234
|
|
Long-Term
Debt
|
|
|
513,342
|
|
|
|
448,883
|
|
|
|
457,753
|
|
|
|
547,974
|
|
|
|
232,038
|
|
Other Long-Term
Obligations
|
|
|
106,046
|
|
|
|
107,223
|
|
|
|
78,619
|
|
|
|
67,566
|
|
|
|
34,383
|
|
Shareholders’
Equity
|
|
|
554,043
|
|
|
|
486,369
|
|
|
|
753,693
|
|
|
|
754,443
|
|
|
|
618,304
|
|
Other
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and Development
Expenditures
|
|
$
|
22,491
|
|
|
$
|
22,146
|
|
|
$
|
23,247
|
|
|
$
|
21,638
|
|
|
$
|
19,130
|
|
Capital
Expenditures
|
|
|
20,068
|
|
|
|
21,789
|
|
|
|
30,924
|
|
|
|
41,757
|
|
|
|
28,882
|
|
Depreciation and
Amortization
|
|
|
43,717
|
|
|
|
39,892
|
|
|
|
40,524
|
|
|
|
32,316
|
|
|
|
27,235
|
|
Key
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Sales
%
|
|
|
0.1
|
|
|
|
(21.2
|
)
|
|
|
3.2
|
|
|
|
5.4
|
|
|
|
5.7
|
|
Return on Average Assets
%
|
|
|
0.1
|
|
|
|
(20.3
|
)
|
|
|
3.0
|
|
|
|
5.5
|
|
|
|
7.1
|
|
Return on Beginning Shareholders’
Equity %
|
|
|
0.2
|
|
|
|
(42.2
|
)
|
|
|
6.5
|
|
|
|
12.2
|
|
|
|
14.9
|
|
Current
Ratio
|
|
1.8:1
|
|
|
1.5:1
|
|
|
1.7:1
|
|
|
2.2:1
|
|
|
2.1:1
|
|
|||||
Debt-to-Equity
Ratio
|
|
0.9:1
|
|
|
0.9:1
|
|
|
0.6:1
|
|
|
0.7:1
|
|
|
0.4:1
|
|
*
|
Reflects restructuring charge of
$11,408 ($10,478 after tax or $.33 per share assuming dilution),
$13,408 expense related to finance charges, interest and fees associated
with the company’s previously reported debt covenant violations ($13,408
after tax or $.42 per share assuming
dilution).
|
**
|
Reflects restructuring charge of
$21,250 ($18,700 after tax or $.59 per share assuming dilution),
$3,745 expense related to finance charges, interest and fees associated
with the company’s previously reported debt covenant violations ($3,300
after tax or $.10 per share assuming dilution), $26,775 expense
related to accounts receivable collectibility issues arising primarily
from Medicare reimbursement reductions for power wheelchairs announced on
November 15, 2006 ($26,775 after tax or $.84 per share assuming
dilution), $300,417 expense for an impairment charge related to the
write-down of goodwill and other intangible assets ($300,417 after tax or
$9.45 per share assuming dilution).
|
***
|
Reflects restructuring charge of
$7,533 ($5,160 after tax or $0.16 per share assuming
dilution).
|
|
|
Twelve Months
Ended
December 31,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
Net cash provided by operating
activities
|
|
$
|
79,100
|
|
|
$
|
62,454
|
|
Plus: Net Cash impact related to
restructuring activities
|
|
|
13,006
|
|
|
|
9,935
|
|
Less: Purchases of property and
equipment — net
|
|
|
(19,567
|
)
|
|
|
(19,491
|
)
|
Free Cash
Flow
|
|
$
|
72,539
|
|
|
$
|
52,898
|
|
|
|
Payments due by
period
|
|
||||||||||||||||||
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than
5 years
|
|
||||||
|
|
(In
thousands)
|
|
||||||||||||||||||
Long-term debt
obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Credit
Facility
|
|
$
|
266,600
|
|
|
$
|
31,727
|
*
|
|
$
|
31,762
|
|
|
$
|
30,145
|
|
|
$
|
172,966
|
|
|
9.75% Senior Notes due
2015
|
|
|
296,571
|
|
|
|
17,063
|
|
|
|
34,125
|
|
|
|
34,125
|
|
|
|
211,258
|
|
|
4.125% Convertible Senior
Subordinated Debentures due 2027
|
|
|
241,504
|
|
|
|
5,569
|
|
|
|
11,138
|
|
|
|
11,138
|
|
|
|
213,659
|
|
|
Operating lease
obligations
|
|
|
49,601
|
|
|
|
20,361
|
|
|
|
19,007
|
|
|
|
5,144
|
|
|
|
5,089
|
|
|
Capital lease
obligations
|
|
|
18,786
|
|
|
|
2,021
|
|
|
|
3,516
|
|
|
|
3,074
|
|
|
|
10,175
|
|
|
Purchase obligations (primarily
computer systems contracts)
|
|
|
1,033
|
|
|
|
400
|
|
|
|
633
|
|
|
|
—
|
|
|
|
—
|
|
|
Product liability
|
|
|
21,136
|
|
|
|
3,556
|
|
|
|
8,447
|
|
|
|
3,999
|
|
|
|
5,134
|
|
|
SERP
|
|
|
33,920
|
|
|
|
424
|
|
|
|
2,074
|
|
|
|
2,074
|
|
|
|
29,348
|
|
|
Other, principally deferred
compensation
|
|
|
10,464
|
|
|
|
473
|
|
|
|
1,374
|
|
|
|
285
|
|
|
|
8,332
|
|
|
Total
|
|
$
|
939,615
|
|
|
$
|
81,594
|
|
|
$
|
112,076
|
|
|
$
|
89,984
|
|
|
$
|
655,961
|
|
Signature
|
Title
|
|
|
/s/ A. Malachi Mixon,
III
|
Chairman of the Board of Directors
and Chief Executive
|
A. Malachi Mixon,
III
|
Officer (Principal Executive
Officer)
|
|
|
/s/ Gerald B.
Blouch
|
President, Chief Operating Officer
and Director
|
Gerald B.
Blouch
|
|
|
|
/s/ Gregory C.
Thompson
|
Senior Vice President, Chief
Financial Officer
|
Gregory C.
Thompson
|
(Principal Financial and
Accounting Officer)
|
|
|
/s/ James C.
Boland
|
Director
|
James C.
Boland
|
|
|
|
/s/ Michael F.
Delaney
|
Director
|
Michael F.
Delaney
|
|
|
|
/s/ C. Martin Harris,
M.D.
|
Director
|
C. Martin Harris,
M.D.
|
|
|
|
/s/ Bernadine P.
Healy, M.D
|
Director
|
Bernadine P.
Healy, M.D
|
|
|
|
/s/ John R.
Kasich
|
Director
|
John R.
Kasich
|
|
|
|
/s/ Dan T. Moore,
III
|
Director
|
Dan T. Moore,
III
|
|
|
|
/s/ Joseph B.
Richey, II
|
President – Invacare Technologies,
Senior Vice President –
|
Joseph B.
Richey, II
|
Electronics and Design Engineering
and Director
|
|
|
/s/ William M.
Weber
|
Director
|
William M.
Weber
|
|
|
|
/s/ James L.
Jones
|
Director
|
James L.
Jones
|
|
Official
Exhibit No.
|
Description
|
Sequential
Page No.
|
2.1
|
Sale and Purchase Agreement
Regarding the Sale and Purchase of All Shares in WP Domus GmbH by and
among WP Domus LLC, Mr. Peter Schultz and Mr. Wilhelm Kaiser,
Invacare GmbH & Co. KG and Invacare Corporation dated as of
July 31, 2004
|
(A)
|
2.2
|
Guarantee Letter Agreement of
Warburg, Pincus Ventures, L.P. and Warburg, Pincus International, L.P.
dated as of September 9, 2004
|
(A)
|
3(a)**
|
Amended and Restated Articles of
Incorporation, as last amended May 25, 2007
|
|
3(b)
|
Code of Regulations, as amended on
May 22, 1996
|
(F)
|
4(a)
|
Specimen Share Certificate for
Common Shares
|
(M)
|
4(b)
|
Specimen Share Certificate for
Class B Common Shares
|
(M)
|
4(c)
|
Rights agreement between Invacare
Corporation and National City Bank dated as of July 8,
2005
|
(G)
|
4(d)
|
Indenture, dated as of
February 12, 2007, by and among Invacare Corporation, the Guarantors
named therein and Wells Fargo Bank, N.A., as trustee (including the Form
of 4.125% Convertible Senior Subordinated Debenture due 2027 and related
Guarantee attached as Exhibit A)
|
(O)
|
4(e)
|
Indenture, dated as of
February 12, 2007, by and among Invacare Corporation, the Guarantors
named therein and Wells Fargo Bank, N.A., as trustee (including the Form
of 9.75% Senior Note due 2015 and related Guarantee attached as
Exhibit A).
|
(O)
|
10(a)
|
1992 Non-Employee Directors Stock
Option Plan adopted in May 1992
|
(F)
|
10(b)
|
Deferred Compensation Plan for
Non-Employee Directors, adopted in May 1992
|
(F)
|
10(c)
|
Invacare Corporation 1994
Performance Plan approved January 28,
1994
|
(F)
|
10(d)
|
Amendment No. 1 to the
Invacare Corporation 1994 Performance Plan approved May 28,
1998
|
(F)*
|
10(e)
|
Amendment No. 2 to the
Invacare Corporation 1994 Performance Plan approved May 24,
2000
|
(B)*
|
10(f)
|
Amendment No. 3 to the
Invacare Corporation 1994 Performance Plan approved March 13,
2003
|
(D)*
|
10(g)**
|
Invacare Retirement Savings Plan,
effective January 1, 2001 as amended
|
|
10(h)
|
Agreement entered into by and
between the company and Chief Operating
Officer
|
(C)*
|
10(i)**
|
Invacare Corporation 401(K) Plus
Benefit Equalization Plan, effective January 1, 2003, as
amended and restated
|
|
10(j)
|
Invacare Corporation Amended and
Restated 2003 Performance Plan
|
(R)*
|
10(k)
|
Form of Change of Control
Agreement entered into by and between the company and certain of its
executive officers and Schedule of all such agreements with current
executive officers
|
(M)
|
10(l)
|
Form of Indemnity Agreement
entered into by and between the company and certain of its Directors and
executive officers and Schedule of all such Agreements with Directors and
executive officers
|
(C)*
|
10(m)
|
Employment Letter Agreement
entered into by and between the company and Chief Financial
Officer
|
(C)*
|
10(n)**
|
Invacare Corporation Deferred
Compensation Plus Plan, effective January 1, 2005, as
amended
|
|
10(o)**
|
Invacare Corporation Death Benefit
Only Plan, effective January 1, 2005, as
amended
|
|
10(p)
|
A. Malachi Mixon, III 10b5-1
Plan, effective February 14, 2005
|
(F)*
|
10(q)
|
Gerald B. Blouch 10b5-1 Plan,
effective February 22, 2005
|
(F)*
|
10(r)
|
Gregory C. Thompson 10b5-1 Plan,
effective February 21, 2005
|
(F)*
|
10(s)
|
Supplemental Executive Retirement
Plan (As amended and restated effective February 1,
2000)
|
(F)*
|
10(t)
|
Form of Director Stock Option
Award under Invacare Corporation 1994 Performance
Plan
|
(F)*
|
10(u)**
|
Form of Director Stock Option
Award under Invacare Corporation 2003 Performance
Plan
|
|
Official
Exhibit
No.
|
Description
|
Sequential
Page
No.
|
10(v)**
|
Form of Director Deferred Option
Award under Invacare Corporation 2003 Performance
Plan
|
|
10(w)**
|
Form of Restricted Stock Option
Award under Invacare Corporation 2003 Performance
Plan
|
|
10(x)**
|
Form of Stock Option Award under
Invacare Corporation 2003 Performance Plan
|
|
10(y)**
|
Form of Executive Stock Option
Award under Invacare Corporation 2003 Performance
Plan
|
|
10(z)**
|
Form of Switzerland Stock Option
Award under Invacare Corporation 2003 Performance
Plan
|
|
10(aa)**
|
Form of Switzerland Executive
Stock Option Award under Invacare Corporation 2003 Performance
Plan
|
|
10(ab)**
|
Director Compensation
Schedule
|
|
10(ac)
|
Invacare Corporation Executive
Incentive Bonus Plan, effective as of January 1,
2005
|
(H)*
|
10(ad)
|
Receivables Purchase Agreement,
dated as of September 30, 2005, among Invacare Receivables
Corporation, as Seller, Invacare Corporation, as Servicer, Park Avenue
Receivables company, LLC and JPMorgan Chase Bank, N.A., as
Agent
|
(I)
|
10(ae)
|
Note Purchase Agreement dated
as of April 27, 2006, by and among Invacare Corporation and the
various purchasers named therein, relating to $150,000,000
6.15% Senior Notes Due April 27,
2016.
|
(J)
|
10(af)
|
Amendment #1, dated as of
September 28, 2006, to the Receivables Purchase Agreement, dated as
of September 30, 2005, by and among Invacare Receivables Corporation,
as Seller, Invacare Corporation, as Servicer, Park Avenue Receivables
company, LLC and JPMorgan Chase Bank, N.A., as
Agent
|
(J)
|
10(ag)
|
Omnibus Waiver, Amendment and
Reaffirmation of Performance Undertaking dated as of November 14,
2006 to Receivables Purchase Agreement, dated as of September 30,
2005, among Invacare Receivables Corporation, as Seller, Invacare
Corporation, as Servicer, Park Avenue Receivables company, LLC and
JPMorgan Chase Bank, N.A., as Agent
|
(K)
|
10(ah)
|
Waiver and Amendment dated as of
November 14, 2006 to Note Purchase Agreement dated as of
April 27, 2006, by and among Invacare Corporation and the various
purchasers named therein, relating to $150,000,000 6.15% Senior Notes
Due April 27, 2016.
|
(K)
|
10(ai)
|
Second Omnibus Waiver, Amendment
and Reaffirmation of Performance Undertaking dated as of November 14,
2006 to Receivables Purchase Agreement, dated as of September 30,
2005, among Invacare Receivables Corporation, as Seller, Invacare
Corporation, as Servicer, Park Avenue Receivables company, LLC and
JPMorgan Chase Bank, N.A., as Agent
|
(L)
|
10(aj)
|
Second Waiver and Amendment dated
as of November 14, 2006 to Note Purchase Agreement dated as of
April 27, 2006, by and among Invacare Corporation and the various
purchasers named therein, relating to $150,000,000 6.15% Senior Notes
Due April 27, 2016.
|
(L)
|
10(ak)
|
Credit Agreement, dated
February 12, 2007, by and among Invacare Corporation, the Facility
Guarantors named therein, the lenders named therein, Banc of America
Securities LLC and KeyBank National Association as joint lead arrangers
for the term loan facility, and National City Bank and KeyBank National
Association as joint lead arrangers for the revolving loan
facility.
|
(O)
|
10(al)
|
Purchase Agreement by and among
Invacare Corporation, the Subsidiary Guarantors named therein, and the
Initial Purchasers named therein dated as of February 5,
2007.
|
(N)
|
10(am)
|
Purchase Agreement by and among
Invacare Corporation, the Subsidiary Guarantors named therein, and the
Initial Purchasers named therein dated as of February 7,
2007.
|
(N)
|
10(an)
|
Amendment No. 1 to the Invacare
Corporation 2003 Performance Plan
|
(P)
|
10(ao)
|
Gerald B. Blouch, Brian Ellacott,
Dale C. LaPorte, Gregory C. Thompson, Joseph S. Usaj and Carl Will 10b5-1
Plan, effective August 2007
|
(P)
|
10(ap)
|
Doug Harper, A. Malachi Mixon,
III, Joseph B. Richey II, Louis F. J. Slangen and Chris Yessayan 10b5-1
Plan, effective August 2007
|
(Q)
|
10(aq)**
|
A. Malachi Mixon, III Retirement
Benefit Agreement
|
*
|
Official
Exhibit
No.
|
Description
|
Sequential
Page
No.
|
18
|
Letter re: Change in Accounting
Principles
|
(M)
|
21**
|
Subsidiaries of the
company
|
|
23**
|
Consent of Independent Registered
Public Accounting Firm
|
|
31.1**
|
Certification of the Chief
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
31.2**
|
Certification of the Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|
|
32.1**
|
Certification of the Chief
Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
32.2**
|
Certification of the Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
*
|
Management contract, compensatory
plan or arrangement
|
**
|
Filed
herewith.
|
(A)
|
Reference is made to the
appropriate Exhibit to the company report on Form 8-K, dated
September 9, 2004, which Exhibit is incorporated herein by
reference
|
(B)
|
Reference is made to the
appropriate Exhibit of the company report on Form S-8, dated
March 30, 2001, which Exhibit is incorporated herein by
reference.
|
(C)
|
Reference is made to the
appropriate Exhibit of the company report on Form 10-K for the fiscal
year ended December 31, 2002, which Exhibit is incorporated herein by
reference.
|
(D)
|
Reference is made to the
appropriate Exhibit of the company report on Form 10-Q for the
quarter ended March 31, 2003, which Exhibit is incorporated herein by
reference.
|
(E)
|
Reference is made to
Exhibit 10.1 of the company report on Form 10-Q for the quarter ended
June 30, 2007.
|
(F)
|
Reference is made to the
appropriate Exhibit of the company report on Form 10-K for the fiscal
year ended December 31, 2004, which Exhibit is incorporated herein by
reference.
|
(G)
|
Reference is made to the
appropriate Exhibit of the company report on Form 8-K, dated
July 8, 2005, which is incorporated herein by
reference.
|
(H)
|
Reference is made to the
appropriate Exhibit to Appendix A to the company Definitive Proxy
Statement on Schedule 14A dated April 8, 2005, which is incorporated
herein by reference.
|
(I)
|
Reference is made to the
appropriate Exhibit of the company report on Form 8-K, dated
September 29, 2005, which is incorporated herein by
reference.
|
(J)
|
Reference is made to the
appropriate Exhibit of the company report on Form 8-K, dated
April 27, 2006, which is incorporated herein by
reference.
|
(K)
|
Reference is made to the
appropriate Exhibit of the company report on Form 8-K, dated
November 14, 2006, which is incorporated herein by
reference.
|
(L)
|
Reference is made to the
appropriate Exhibit of the company report on Form 8-K, dated
December 15, 2006, which is incorporated herein by
reference.
|
(M)
|
Reference is made to the
appropriate Exhibit of the company report on Form 10-K for the fiscal
year ended December 31, 2005, which Exhibit is incorporated herein by
reference.
|
(N)
|
Reference is made to the
appropriate Exhibit of the company report on Form 8-K, dated
February 5, 2007, which is incorporated herein by
reference.
|
(O)
|
Reference is made to the
appropriate Exhibit of the company report on Form 8-K, dated
February 12, 2007, which is incorporated herein by
reference.
|
(P)
|
Reference is made to the
appropriate Exhibit of the company report on Form 10-Q, dated June
30, 2007, which is incorporated herein by
reference.
|
(Q)
|
Reference is made to the
appropriate Exhibit of the company report on Form 10-Q, dated
September 30, 2007, which is incorporated herein by
reference.
|
(R)
|
Reference is made to Exhibit 4.5
of Invacare Corporation Form S-8 filed on October 17, 2003, which is
incorporated herein by
reference.
|
|
|
Years Ended
December 31,
|
|
|||||||||
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
|
|
(
In thousands,
except per share data)
|
|
|||||||||
Net
sales
|
|
$
|
1,602,237
|
|
|
$
|
1,498,035
|
|
|
$
|
1,529,732
|
|
Cost of products
sold
|
|
|
1,155,933
|
|
|
|
1,080,965
|
|
|
|
1,083,533
|
|
Gross
Profit
|
|
|
446,304
|
|
|
|
417,070
|
|
|
|
446,199
|
|
Selling, general and
administrative expenses
|
|
|
366,846
|
|
|
|
373,846
|
|
|
|
342,039
|
|
Charges related to restructuring
activities
|
|
|
9,591
|
|
|
|
17,277
|
|
|
|
7,295
|
|
Debt finance charges, interest and
fees associated with debt refinancing
|
|
|
13,408
|
|
|
|
3,745
|
|
|
|
—
|
|
Asset write-downs related to
goodwill and other intangibles
|
|
|
—
|
|
|
|
300,417
|
|
|
|
—
|
|
Interest
expense
|
|
|
44,309
|
|
|
|
34,084
|
|
|
|
27,246
|
|
Interest
income
|
|
|
(2,340
|
)
|
|
|
(2,775
|
)
|
|
|
(1,683
|
)
|
Earnings (loss) before Income
Taxes
|
|
|
14,490
|
|
|
|
(309,524
|
)
|
|
|
71,302
|
|
Income
taxes
|
|
|
13,300
|
|
|
|
8,250
|
|
|
|
22,450
|
|
Net Earnings
(loss)
|
|
$
|
1,190
|
|
|
$
|
(317,774
|
)
|
|
$
|
48,852
|
|
Net Earnings (loss) per
Share — Basic
|
|
$
|
.04
|
|
|
$
|
(10.00
|
)
|
|
$
|
1.55
|
|
Weighted Average
Shares Outstanding — Basic
|
|
|
31,840
|
|
|
|
31,789
|
|
|
|
31,555
|
|
Net Earnings (loss) per
Share — Assuming Dilution
|
|
$
|
.04
|
|
|
$
|
(10.00
|
)
|
|
$
|
1.51
|
|
Weighted Average
Shares Outstanding — Assuming
Dilution
|
|
|
31,927
|
|
|
|
31,789
|
|
|
|
32,452
|
|
|
December
31,
2007
|
|
|
December
31,
2006
|
|
|||
|
|
(In
thousands)
|
|
|||||
Assets
|
|
|
|
|
|
|
||
Current
Assets
|
|
|
|
|
|
|
||
Cash and cash
equivalents
|
|
$
|
62,200
|
|
|
$
|
82,203
|
|
Marketable
securities
|
|
|
255
|
|
|
|
190
|
|
Trade receivables,
net
|
|
|
264,143
|
|
|
|
261,606
|
|
Installment receivables,
net
|
|
|
4,057
|
|
|
|
7,097
|
|
Inventories,
net
|
|
|
195,604
|
|
|
|
201,756
|
|
Deferred income
taxes
|
|
|
2,478
|
|
|
|
13,512
|
|
Other current
assets
|
|
|
62,348
|
|
|
|
89,394
|
|
Total Current
Assets
|
|
|
591,085
|
|
|
|
655,758
|
|
Other
Assets
|
|
|
91,662
|
|
|
|
67,443
|
|
Other
Intangibles
|
|
|
104,736
|
|
|
|
102,876
|
|
Property and Equipment,
net
|
|
|
169,376
|
|
|
|
173,945
|
|
Goodwill
|
|
|
543,183
|
|
|
|
490,429
|
|
Total
Assets
|
|
$
|
1,500,042
|
|
|
$
|
1,490,451
|
|
Liabilities and Shareholders’
Equity
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
150,170
|
|
|
$
|
163,041
|
|
Accrued
expenses
|
|
|
145,958
|
|
|
|
147,776
|
|
Accrued income
taxes
|
|
|
5,973
|
|
|
|
12,916
|
|
Short-term debt and current
maturities of long-term obligations
|
|
|
24,510
|
|
|
|
124,243
|
|
Total Current
Liabilities
|
|
|
326,611
|
|
|
|
447,976
|
|
Long-Term
Debt
|
|
|
513,342
|
|
|
|
448,883
|
|
Other Long-Term
Obligations
|
|
|
106,046
|
|
|
|
107,223
|
|
Shareholders’
Equity
|
|
|
|
|
|
|
|
|
Preferred Shares (Authorized
300 shares; none outstanding)
|
|
|
—
|
|
|
|
—
|
|
Common Shares (Authorized
100,000 shares; 32,126 and 32,051 issued in 2007 and 2006,
respectively) — no par
|
|
|
8,034
|
|
|
|
8,013
|
|
Class B Common Shares
(Authorized 12,000 shares; 1,112, issued and outstanding in 2007 and
2006) — no par
|
|
|
278
|
|
|
|
278
|
|
Additional
paid-in-capital
|
|
|
147,295
|
|
|
|
144,719
|
|
Retained
earnings
|
|
|
276,344
|
|
|
|
276,750
|
|
Accumulated other comprehensive
earnings
|
|
|
164,969
|
|
|
|
99,188
|
|
Treasury shares (1,200 and
1,186 shares in 2007 and 2006,
respectively)
|
|
|
(42,877
|
)
|
|
|
(42,579
|
)
|
Total Shareholders’
Equity
|
|
|
554,043
|
|
|
|
486,369
|
|
Total Liabilities and
Shareholders’ Equity
|
|
$
|
1,500,042
|
|
|
$
|
1,490,451
|
|
|
|
Years Ended
December 31,
|
|
|||||||||
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
|
|
(In
thousands)
|
|
|||||||||
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|||
Net earnings
(loss)
|
|
$
|
1,190
|
|
|
$
|
(317,774
|
)
|
|
$
|
48,852
|
|
Adjustments to reconcile net
earnings (loss) to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
43,717
|
|
|
|
39,892
|
|
|
|
40,524
|
|
Provision for losses on trade and
installment receivables
|
|
|
11,927
|
|
|
|
37,711
|
|
|
|
14,168
|
|
Provision for deferred income
taxes
|
|
|
6,030
|
|
|
|
4,285
|
|
|
|
(100
|
)
|
Provision for other deferred
liabilities
|
|
|
3,570
|
|
|
|
3,429
|
|
|
|
3,571
|
|
Provision for stock-based
compensation
|
|
|
2,554
|
|
|
|
1,587
|
|
|
|
881
|
|
Loss on disposals of property and
equipment
|
|
|
1,686
|
|
|
|
2,219
|
|
|
|
297
|
|
Debt finance charges, interest and
fees associated with debt refinancing
|
|
|
13,408
|
|
|
|
—
|
|
|
|
—
|
|
Write down of goodwill and
intangibles
|
|
|
—
|
|
|
|
300,417
|
|
|
|
—
|
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
1,469
|
|
|
|
(4,035
|
)
|
|
|
(10,075
|
)
|
Installment sales contracts,
net
|
|
|
(8,348
|
)
|
|
|
(5,997
|
)
|
|
|
(4,402
|
)
|
Inventories
|
|
|
14,542
|
|
|
|
(15,932
|
)
|
|
|
(12,919
|
)
|
Other current
assets
|
|
|
31,377
|
|
|
|
(25,043
|
)
|
|
|
(7,046
|
)
|
Accounts
payable
|
|
|
(18,298
|
)
|
|
|
22,857
|
|
|
|
(6,923
|
)
|
Accrued
expenses
|
|
|
(15,661
|
)
|
|
|
18,414
|
|
|
|
9,185
|
|
Other long-term
liabilities
|
|
|
(10,063
|
)
|
|
|
424
|
|
|
|
2,112
|
|
Net Cash Provided by Operating
Activities
|
|
|
79,100
|
|
|
|
62,454
|
|
|
|
78,125
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and
equipment
|
|
|
(20,068
|
)
|
|
|
(21,789
|
)
|
|
|
(30,924
|
)
|
Proceeds from sale of property and
equipment
|
|
|
501
|
|
|
|
2,298
|
|
|
|
5,365
|
|
Business acquisitions, net of cash
acquired
|
|
|
(5,496
|
)
|
|
|
(15,296
|
)
|
|
|
(58,216
|
)
|
(Increase) decrease in other
investments
|
|
|
155
|
|
|
|
252
|
|
|
|
(44
|
)
|
(Increase) decrease in other
long-term assets
|
|
|
1,446
|
|
|
|
(850
|
)
|
|
|
(1,013
|
)
|
Other
|
|
|
1,404
|
|
|
|
939
|
|
|
|
(1,902
|
)
|
Net Cash Used for Investing
Activities
|
|
|
(22,058
|
)
|
|
|
(34,446
|
)
|
|
|
(86,734
|
)
|
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from revolving lines of
credit, securitization facility and long-term
borrowings
|
|
|
699,001
|
|
|
|
872,549
|
|
|
|
796,073
|
|
Payments on revolving lines of
credit, securitization facility and long-term
borrowings
|
|
|
(754,002
|
)
|
|
|
(846,100
|
)
|
|
|
(796,619
|
)
|
Proceeds from exercise of stock
options
|
|
|
44
|
|
|
|
2,364
|
|
|
|
3,742
|
|
Payment of financing
costs
|
|
|
(22,992
|
)
|
|
|
—
|
|
|
|
—
|
|
Payment of
dividends
|
|
|
(1,596
|
)
|
|
|
(1,589
|
)
|
|
|
(1,580
|
)
|
Net Cash Provided (Used) by
Financing Activities
|
|
|
(79,545
|
)
|
|
|
27,224
|
|
|
|
1,616
|
|
Effect of exchange rate changes on
cash
|
|
|
2,500
|
|
|
|
1,347
|
|
|
|
50
|
|
Increase (decrease) in cash and
cash equivalents
|
|
|
(20,003
|
)
|
|
|
56,579
|
|
|
|
(6,943
|
)
|
Cash and cash equivalents at
beginning of year
|
|
|
82,203
|
|
|
|
25,624
|
|
|
|
32,567
|
|
Cash and cash equivalents at end
of year
|
|
$
|
62,200
|
|
|
$
|
82,203
|
|
|
$
|
25,624
|
|
(In
thousands)
|
Common
Stock
|
Class B
Stock
|
Additional
Paid-in-
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Earnings
(Loss)
|
Unearned
Compen-sation
|
Treasury
Stock
|
Total
|
|||||||||||||||
January 1, 2005
Balance
|
$
|
7,803
|
|
$
|
278
|
$
|
124,798
|
|
$
|
550,753
|
|
$
|
104,629
|
|
$
|
(1,557
|
)
|
$
|
(32,261
|
)
|
$
|
754,443
|
|
Exercise of stock options,
including tax benefit
|
|
117
|
|
|
|
|
14,133
|
|
|
|
|
|
|
|
|
|
|
|
(6,004
|
)
|
|
8,246
|
|
Restricted stock
awards
|
|
5
|
|
|
|
|
1,011
|
|
|
|
|
|
|
|
|
(1,016
|
)
|
|
|
|
|
—
|
|
Restricted stock award
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
881
|
|
|
|
|
|
881
|
|
Net
earnings
|
|
|
|
|
|
|
|
|
|
48,852
|
|
|
|
|
|
|
|
|
|
|
|
48,852
|
|
Foreign currency translation
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(56,176
|
)
|
|
|
|
|
|
|
|
(56,176
|
)
|
Unrealized losses on cash flow
hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,008
|
)
|
|
|
|
|
|
|
|
(1,008
|
)
|
Marketable securities holding
gain
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
35
|
|
Total comprehensive
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,297
|
)
|
Dividends
|
|
|
|
|
|
|
|
|
|
(1,580
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,580
|
)
|
December 31, 2005
Balance
|
|
7,925
|
|
|
278
|
|
139,942
|
|
|
598,025
|
|
|
47,480
|
|
|
(1,692
|
)
|
|
(38,265
|
)
|
|
753,693
|
|
Cumulative effect adjustment,
adoption of SAB 108, net of tax
|
|
|
|
|
|
|
|
|
|
(1,912
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,912
|
)
|
Adjustment upon adoption of
FAS 123R
|
|
|
|
|
|
|
(1,692
|
)
|
|
|
|
|
|
|
|
1,692
|
|
|
|
|
|
—
|
|
Exercise of stock
options
|
|
59
|
|
|
|
|
4,911
|
|
|
|
|
|
|
|
|
|
|
|
(4,314
|
)
|
|
656
|
|
Non-qualified stock option
expense
|
|
|
|
|
|
|
512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
512
|
|
Restricted stock
awards
|
|
29
|
|
|
|
|
1,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,075
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
(317,774
|
)
|
|
|
|
|
|
|
|
|
|
|
(317,774
|
)
|
Foreign currency translation
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
64,386
|
|
|
|
|
|
|
|
|
64,386
|
|
Unrealized gains on cash flow
hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
2,303
|
|
|
|
|
|
|
|
|
2,303
|
|
Marketable securities holding
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(41
|
)
|
|
|
|
|
|
|
|
(41
|
)
|
Total comprehensive
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(251,126
|
)
|
Adjustment to initially apply
FASB Statement No. 158, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,940
|
)
|
|
|
|
|
|
|
|
(14,940
|
)
|
Dividends
|
|
|
|
|
|
|
|
|
|
(1,589
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,589
|
)
|
December 31, 2006
Balance
|
|
8,013
|
|
|
278
|
|
144,719
|
|
|
276,750
|
|
|
99,188
|
|
|
—
|
|
|
(42,579
|
)
|
|
486,369
|
|
Exercise of stock
options
|
|
1
|
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
|
|
Non-qualified stock option
expense
|
|
|
|
|
|
|
1,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,232
|
|
Restricted stock
awards
|
|
20
|
|
|
|
|
1,302
|
|
|
|
|
|
|
|
|
|
|
|
(298
|
)
|
|
1,024
|
|
Net
earnings
|
|
|
|
|
|
|
|
|
|
1,190
|
|
|
|
|
|
|
|
|
|
|
|
1,190
|
|
Foreign currency translation
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
66,373
|
|
|
|
|
|
|
|
|
66,373
|
|
Unrealized loss on cash flow
hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,334
|
)
|
|
|
|
|
|
|
|
(3,334
|
)
|
Defined benefit plans amortization
of prior service costs and unrecognized losses
|
|
|
|
|
|
|
|
|
|
|
|
|
2,701
|
|
|
|
|
|
|
|
|
2,701
|
|
Marketable securities holding
gain
|
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
41
|
|
Total comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,971
|
|
Dividends
|
|
|
|
|
|
|
|
|
|
(1,596
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,596
|
)
|
December 31, 2007
Balance
|
$
|
8,034
|
|
$
|
278
|
$
|
147,295
|
|
$
|
276,344
|
|
$
|
164,969
|
|
$
|
—
|
|
$
|
(42,877
|
)
|
$
|
554,043
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
Stock-based compensation expense
recognized as part of selling, general and administrative
expense
|
|
$
|
2,554
|
|
|
$
|
1,587
|
|
|
$
|
881
|
|
|
|
2005
|
|
|
Net earnings, as
reported
|
|
$
|
48,852
|
|
Add: Stock-based compensation
expense included in reported earnings, net of tax
($308)
|
|
|
573
|
|
Deduct: Total stock-based
compensation expense determined under fair value-based method for all
awards, net of tax ($7,993)
|
|
|
(14,845
|
)
|
Adjusted net
earnings
|
|
$
|
34,580
|
|
Net earnings per
share:
|
|
|
|
|
Basic — as
reported
|
|
$
|
1.55
|
|
Basic — as adjusted for
stock-based compensation expense
|
|
$
|
1.10
|
|
Diluted — as
reported
|
|
$
|
1.51
|
|
Diluted — as adjusted for
stock-based compensation expense
|
|
$
|
1.07
|
|
|
|
2007
|
|
|
2006
|
|
||||||||||||||||||
|
|
Current
|
|
|
Long-
Term
|
|
|
Total
|
|
|
Current
|
|
|
Long-
Term
|
|
|
Total
|
|
||||||
Installment
receivables
|
|
$
|
4,404
|
|
|
$
|
30,560
|
|
|
$
|
34,964
|
|
|
$
|
9,077
|
|
|
$
|
18,991
|
|
|
$
|
28,068
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned
interest
|
|
|
(100
|
)
|
|
|
(3,176
|
)
|
|
|
(3,276
|
)
|
|
|
(1,401
|
)
|
|
|
(1,738
|
)
|
|
|
(3,139
|
)
|
Allowance for doubtful
accounts
|
|
|
(247
|
)
|
|
|
(3,578
|
)
|
|
|
(3,825
|
)
|
|
|
(579
|
)
|
|
|
(1,463
|
)
|
|
|
(2,042
|
)
|
|
|
$
|
4,057
|
|
|
$
|
23,806
|
|
|
$
|
27,863
|
|
|
$
|
7,097
|
|
|
$
|
15,790
|
|
|
$
|
22,887
|
|
|
|
2007
|
|
|
2006
|
|
||
Finished
goods
|
|
$
|
116,808
|
|
|
$
|
118,323
|
|
Raw
materials
|
|
|
63,815
|
|
|
|
66,718
|
|
Work in
process
|
|
|
14,981
|
|
|
|
16,715
|
|
|
|
$
|
195,604
|
|
|
$
|
201,756
|
|
|
|
2007
|
|
|
2006
|
|
||
Value added taxes
receivable
|
|
$
|
22,808
|
|
|
$
|
43,264
|
|
Recoverable income
taxes
|
|
|
11,219
|
|
|
|
19,024
|
|
Prepaids and other current
assets
|
|
|
28,321
|
|
|
|
27,106
|
|
|
|
$
|
62,348
|
|
|
$
|
89,394
|
|
|
|
2007
|
|
|
2006
|
|
||
Machinery and
equipment
|
|
$
|
308,904
|
|
|
$
|
276,062
|
|
Land, buildings and
improvements
|
|
|
97,478
|
|
|
|
86,544
|
|
Furniture and
fixtures
|
|
|
33,204
|
|
|
|
29,609
|
|
Leasehold
improvements
|
|
|
16,390
|
|
|
|
15,943
|
|
|
|
|
455,976
|
|
|
|
408,158
|
|
Less allowance for
depreciation
|
|
|
(286,600
|
)
|
|
|
(234,213
|
)
|
|
|
$
|
169,376
|
|
|
$
|
173,945
|
|
|
|
Severance
|
|
|
Exit of
Product
Lines
|
|
|
Sales Agency
Terminations
|
|
|||
Balance at
1/1/05
|
|
$
|
561
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additional
accruals
|
|
|
4,445
|
|
|
|
897
|
|
|
|
612
|
|
Payments
|
|
|
(1,957
|
)
|
|
|
—
|
|
|
|
(612
|
)
|
Balance at
12/31/05
|
|
|
3,049
|
|
|
|
897
|
|
|
|
—
|
|
Adjustments
|
|
|
(1,285
|
)
|
|
|
(897
|
)
|
|
|
—
|
|
Payments
|
|
|
(566
|
)
|
|
|
—
|
|
|
|
—
|
|
Balance at
12/31/06
|
|
$
|
1,198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Adjustments
|
|
|
(972
|
)
|
|
|
—
|
|
|
|
—
|
|
Payments
|
|
|
(226
|
)
|
|
|
—
|
|
|
|
—
|
|
Balance at
12/31/07
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
North
America /
HME
|
|
Invacare
Supply
Group
|
|
Institutional
Products
Group
|
|
Europe
|
|
Asia/Pacific
|
|
Consolidated
|
|
||||||
Balance at January 1,
2006
|
|
$
|
331,938
|
|
$
|
—
|
|
$
|
—
|
|
$
|
367,151
|
|
$
|
21,784
|
|
$
|
720,873
|
|
Acquisitions
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,081
|
|
|
8,081
|
|
Foreign currency translation
adjustments
|
|
|
4,366
|
|
|
—
|
|
|
—
|
|
|
51,983
|
|
|
1,964
|
|
|
58,313
|
|
Purchase accounting
adjustments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,182
|
)
|
|
—
|
|
|
(2,182
|
)
|
Re-allocation
|
|
|
(41,648
|
)
|
|
23,541
|
|
|
18,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Impairment
charge
|
|
|
(294,656
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294,656
|
)
|
Balance at December 31,
2006
|
|
|
—
|
|
|
23,541
|
|
|
18,107
|
|
|
416,952
|
|
|
31,829
|
|
|
490,429
|
|
Acquisitions
|
|
|
2,822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,822
|
|
Foreign currency translation
adjustments
|
|
|
—
|
|
|
—
|
|
|
3,318
|
|
|
42,155
|
|
|
5,431
|
|
|
50,904
|
|
Purchase accounting
adjustments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(972
|
)
|
|
—
|
|
|
(972
|
)
|
Balance at December 31,
2007
|
|
$
|
2,822
|
|
$
|
23,541
|
|
$
|
21,425
|
|
$
|
458,135
|
|
$
|
37,260
|
|
$
|
543,183
|
|
|
|
December 31,
2007
|
|
|
December 31,
2006
|
|
||||||||||
|
|
Historical
Cost
|
|
|
Accumulated
Amortization
|
|
|
Historical
Cost
|
|
|
Accumulated
Amortization
|
|
||||
Customer
Lists
|
|
$
|
77,329
|
|
|
$
|
21,238
|
|
|
$
|
71,106
|
|
|
$
|
14,373
|
|
Trademarks
|
|
|
36,505
|
|
|
|
—
|
|
|
|
33,034
|
|
|
|
—
|
|
License
agreements
|
|
|
4,559
|
|
|
|
4,335
|
|
|
|
4,489
|
|
|
|
3,821
|
|
Developed
Technology
|
|
|
7,316
|
|
|
|
1,425
|
|
|
|
6,819
|
|
|
|
940
|
|
Patents
|
|
|
6,909
|
|
|
|
4,313
|
|
|
|
6,631
|
|
|
|
3,869
|
|
Other
|
|
|
8,650
|
|
|
|
5,221
|
|
|
|
8,005
|
|
|
|
4,205
|
|
|
|
$
|
141,268
|
|
|
$
|
36,532
|
|
|
$
|
130,084
|
|
|
$
|
27,208
|
|
|
|
Fair Value
|
|
Weighted
Average
Amortization
Period
|
|
Customer
lists
|
|
$
|
1,600
|
|
10 years
|
Other
|
|
|
100
|
|
5 years
|
Total
|
|
$
|
1,700
|
|
|
|
|
2007
|
|
|
2006
|
|
||
Accrued salaries and
wages
|
|
$
|
41,851
|
|
|
$
|
31,970
|
|
Accrued taxes other than income
taxes, primarily Value Added Taxes
|
|
|
29,721
|
|
|
|
43,899
|
|
Accrued warranty
cost
|
|
|
16,616
|
|
|
|
15,165
|
|
Accrued
interest
|
|
|
11,926
|
|
|
|
10,893
|
|
Accrued
freight
|
|
|
10,036
|
|
|
|
4,278
|
|
Accrued
rebates
|
|
|
7,420
|
|
|
|
8,356
|
|
Accrued legal and
professional
|
|
|
3,927
|
|
|
|
8,222
|
|
Accrued product liability, current
portion
|
|
|
3,556
|
|
|
|
3,296
|
|
Accrued
insurance
|
|
|
2,071
|
|
|
|
2,258
|
|
Accrued
severance
|
|
|
1,224
|
|
|
|
6,457
|
|
Accrued derivative
liability
|
|
|
78
|
|
|
|
435
|
|
Other accrued items, principally
trade accruals
|
|
|
17,532
|
|
|
|
12,547
|
|
|
|
$
|
145,958
|
|
|
$
|
147,776
|
|
|
|
2007
|
|
|
2006
|
|
||
Balance as of January
1
|
|
$
|
15,165
|
|
|
$
|
15,583
|
|
Warranties provided during the
period
|
|
|
10,253
|
|
|
|
9,175
|
|
Settlements made during the
period
|
|
|
(9,538
|
)
|
|
|
(10,252
|
)
|
Changes in liability for
pre-existing warranties during the period, including
expirations
|
|
|
736
|
|
|
|
659
|
|
Balance as of
December 31
|
|
$
|
16,616
|
|
|
$
|
15,165
|
|
|
|
2007
|
|
|
2006
|
|
||
$250,000,000 term loan facility at
2.25% above local interbank offered rates (LIBOR), expires February 12,
2013
|
|
$
|
197,500
|
|
|
$
|
-
|
|
$150,000,000 revolving credit
facility at 2.25% above LIBOR, expires February 12,
2012
|
|
|
19,488
|
|
|
|
-
|
|
$175,000,000 senior notes at
9.75%, due in February 2015
|
|
|
172,896
|
|
|
|
-
|
|
$135,000,000 convertible senior
subordinated debentures at 4.125%, due in February
2027
|
|
|
135,000
|
|
|
|
-
|
|
Revolving credit agreement
($500,000,000 multi-currency), at 0.675% to 1.40% above LIBOR, expires
January 14, 2010, repaid February 12, 2007
|
|
|
-
|
|
|
|
157,465
|
|
$80,000,000 senior notes at 6.71%,
due in February 2008, repaid February 12, 2007
|
|
|
-
|
|
|
|
80,000
|
|
$50,000,000 senior notes at 3.97%,
due in October 2007, repaid February 12, 2007
|
|
|
-
|
|
|
|
49,565
|
|
$30,000,000 senior notes at 4.74%,
due in October 2009, repaid February 12, 2007
|
|
|
-
|
|
|
|
30,000
|
|
$20,000,000 senior notes at 5.05%,
due in October 2010, repaid February 12, 2007
|
|
|
-
|
|
|
|
20,000
|
|
$150,000,000 senior notes at
6.15%, due in April 2016, repaid February 12, 2007
|
|
|
-
|
|
|
|
150,000
|
|
Short-term borrowings secured by
accounts receivable, repaid February 12, 2007
|
|
|
-
|
|
|
|
71,750
|
|
Other notes and lease
obligations
|
|
|
12,968
|
|
|
|
14,346
|
|
|
|
|
537,852
|
|
|
|
573,126
|
|
Less short-term borrowings secured
by accounts receivable
|
|
|
-
|
|
|
|
(71,750
|
)
|
Less current maturities of
long-term debt
|
|
|
(24,510
|
)
|
|
|
(52,493
|
)
|
|
|
$
|
513,342
|
|
|
$
|
448,883
|
|
|
|
2007
|
|
|
2006
|
|
||
Supplemental Executive Retirement
Plan liability
|
|
$
|
33,496
|
|
|
$
|
33,251
|
|
Product
liability
|
|
|
17,580
|
|
|
|
19,335
|
|
Deferred income
taxes
|
|
|
28,824
|
|
|
|
34,593
|
|
Other, principally deferred
compensation
|
|
|
26,146
|
|
|
|
20,044
|
|
Total long-term
obligations
|
|
$
|
106,046
|
|
|
$
|
107,223
|
|
Year
|
|
Capital
Leases
|
|
|
Operating
Leases
|
|
||
2008
|
|
$
|
2,021
|
|
|
$
|
20,361
|
|
2009
|
|
|
1,942
|
|
|
|
12,179
|
|
2010
|
|
|
1,574
|
|
|
|
6,828
|
|
2011
|
|
|
1,537
|
|
|
|
3,514
|
|
2012
|
|
|
1,537
|
|
|
|
1,630
|
|
Thereafter
|
|
|
10,175
|
|
|
|
5,089
|
|
Total future minimum lease
payments
|
|
|
18,786
|
|
|
$
|
49,601
|
|
Amounts representing
interest
|
|
|
(5,980
|
)
|
|
|
|
|
Present value of minimum lease
payments
|
|
$
|
12,806
|
|
|
|
|
|
|
|
2007
|
|
|
Weighted
Average
Exercise
Price
|
|
|
2006
|
|
|
Weighted
Average
Exercise
Price
|
|
|
2005
|
|
|
Weighted
Average
Exercise
Price
|
|
||||||
Options outstanding at
January 1
|
|
|
4,724,651
|
|
|
$
|
30.68
|
|
|
|
4,776,162
|
|
|
$
|
31.57
|
|
|
|
4,638,405
|
|
|
$
|
29.81
|
|
Granted
|
|
|
503,096
|
|
|
|
23.26
|
|
|
|
522,152
|
|
|
|
23.87
|
|
|
|
614,962
|
|
|
|
41.59
|
|
Exercised
|
|
|
(1,875
|
)
|
|
|
23.32
|
|
|
|
(231,448
|
)
|
|
|
24.61
|
|
|
|
(356,676
|
)
|
|
|
23.39
|
|
Canceled
|
|
|
(492,907
|
)
|
|
|
29.45
|
|
|
|
(342,215
|
)
|
|
|
36.83
|
|
|
|
(120,529
|
)
|
|
|
37.17
|
|
Options outstanding
at
December 31
|
|
|
4,732,965
|
|
|
$
|
30.02
|
|
|
|
4,724,651
|
|
|
$
|
30.68
|
|
|
|
4,776,162
|
|
|
$
|
31.57
|
|
Options price range
at
December 31
|
|
$
|
16.03 to
|
|
|
|
|
|
|
$
|
16.03 to
|
|
|
|
|
|
|
$
|
16.03 to
|
|
|
|
|
|
|
|
$
|
47.80
|
|
|
|
|
|
|
$
|
47.80
|
|
|
|
|
|
|
$
|
47.80
|
|
|
|
|
|
Options exercisable
at
December 31
|
|
|
3,895,458
|
|
|
|
|
|
|
|
4,216,624
|
|
|
|
|
|
|
|
4,745,435
|
|
|
|
|
|
Options available for grant at
December 31*
|
|
|
1,354,431
|
|
|
|
|
|
|
|
1,784,033
|
|
|
|
|
|
|
|
454,142
|
|
|
|
|
|
*
|
Options available for grant as of
December 31, 2007 reduced by net restricted stock award activity of
213,298.
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Exercise
Prices
|
Number
Outstanding
At
12/31/07
|
Weighted Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
At
12/31/07
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
$
|
16.03 –
$23.71
|
2,217,610
|
4.5
years
|
$
|
22.43
|
1,439,503
|
$
|
22.11
|
||||||||||||||
$
|
24.43 –
$36.40
|
1,170,930
|
4.2
|
$
|
31.11
|
1,111,530
|
$
|
31.10
|
||||||||||||||
$
|
37.70 –
$47.80
|
1,344,425
|
6.7
|
$
|
41.60
|
1,344,425
|
$
|
41.60
|
||||||||||||||
Total
|
4,732,965
|
5.0
|
$
|
30.02
|
3,895,458
|
$
|
31.40
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
Expected dividend
yield
|
|
|
.20
|
%
|
|
|
.93
|
%
|
|
|
.67
|
%
|
Expected stock price
volatility
|
|
|
29.2
|
%
|
|
|
29.5
|
%
|
|
|
26.7
|
%
|
Risk-free interest
rate
|
|
|
4.31
|
%
|
|
|
4.71
|
%
|
|
|
4.38
|
%
|
Expected life
(years)
|
|
|
3.9
|
|
|
|
4.4
|
|
|
|
5.6
|
|
Forfeiture
percentage
|
|
|
8.0
|
%
|
|
|
16.5
|
%
|
|
|
-
|
|
|
|
Common Stock
Shares
|
|
|
Class B
Shares
|
|
|
Treasury
Shares
|
|
|||
January 1, 2005
Balance
|
|
|
31,209
|
|
|
|
1,112
|
|
|
|
(934
|
)
|
Exercise of stock
options
|
|
|
465
|
|
|
|
—
|
|
|
|
(124
|
)
|
Stock
awards
|
|
|
21
|
|
|
|
—
|
|
|
|
—
|
|
December 31, 2005
Balance
|
|
|
31,695
|
|
|
|
1,112
|
|
|
|
(1,058
|
)
|
Exercise of stock
options
|
|
|
240
|
|
|
|
—
|
|
|
|
(128
|
)
|
Stock
awards
|
|
|
116
|
|
|
|
—
|
|
|
|
—
|
|
December 31, 2006
Balance
|
|
|
32,051
|
|
|
|
1,112
|
|
|
|
(1,186
|
)
|
Exercise of stock
options
|
|
|
2
|
|
|
|
—
|
|
|
|
—
|
|
Stock
awards
|
|
|
73
|
|
|
|
—
|
|
|
|
(14
|
)
|
December 31, 2007
Balance
|
|
|
32,126
|
|
|
|
1,112
|
|
|
|
(1,200
|
)
|
|
Currency
Translation
Adjustments
|
|
Unrealized
Gain
(Loss) on
Available-for-Sale
Securities
|
|
|
Defined
Benefit
Plans
|
|
Unrealized
Gain
(Loss) on
Derivative
Financial
Instruments
|
|
Total
|
|
|||||
Balance at January 1,
2005
|
$
|
104,470
|
|
$
|
666
|
|
|
|
|
$
|
(507
|
)
|
$
|
104,629
|
|
|
Foreign currency translation
adjustments
|
|
(56,176
|
)
|
|
|
|
|
|
|
|
|
|
|
(56,176
|
)
|
|
Unrealized gain on available for
sale securities
|
|
|
|
|
54
|
|
|
|
|
|
|
|
|
54
|
|
|
Deferred tax liability relating to
unrealized gain on available for sale securities
|
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
(19
|
)
|
|
Current period unrealized loss on
cash flow hedges, net of reclassifications
|
|
|
|
|
|
|
|
|
|
|
(1,551
|
)
|
|
(1,551
|
)
|
|
Deferred tax benefit relating to
unrealized loss on derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
543
|
|
|
543
|
|
|
Balance at December 31,
2005
|
|
48,294
|
|
|
701
|
|
|
|
|
|
(1,515
|
)
|
|
47,480
|
|
|
Foreign currency translation
adjustments
|
|
64,386
|
|
|
|
|
|
|
|
|
|
|
|
64,386
|
|
|
Unrealized loss on available for
sale securities
|
|
|
|
|
(63
|
)
|
|
|
|
|
|
|
|
(63
|
)
|
|
Deferred tax benefit relating to
unrealized loss on available for sale securities
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
22
|
|
|
Adjustment to initially apply FASB
Statement No. 158
|
|
|
|
|
|
|
|
|
(14,940
|
)
|
|
|
|
|
(14,940
|
)
|
Deferred tax benefit resulting
from adjustment to initially apply FASB Statement
No. 158
|
|
|
|
|
|
|
|
|
5,229
|
|
|
|
|
|
5,229
|
|
Valuation reserve resulting from
adjustment to initially apply FASB Statement
No. 158
|
|
|
|
|
|
|
|
|
(5,229
|
)
|
|
|
|
|
(5,229
|
)
|
Current period unrealized gain on
cash flow hedges, net of reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
3,543
|
|
|
3,543
|
|
Deferred tax liability relating to
unrealized gain on derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
(1,240
|
)
|
|
(1,240
|
)
|
Balance at December 31,
2006
|
|
112,680
|
|
|
660
|
|
|
|
(14,940
|
)
|
|
788
|
|
|
99,188
|
|
Foreign currency translation
adjustments
|
|
66,373
|
|
|
|
|
|
|
|
|
|
|
|
|
66,373
|
|
Unrealized gain on available for
sale securities
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
63
|
|
Deferred tax liability relating to
unrealized gain on available for sale securities
|
|
|
|
|
(22
|
)
|
|
|
|
|
|
|
|
|
(22
|
)
|
Defined benefit plan amortization
of prior service costs and unrecognized losses
|
|
|
|
|
|
|
|
|
2,701
|
|
|
|
|
|
2,701
|
|
Deferred tax expense resulting
from Defined benefit plan amortization of prior service costs and
unrecognized losses
|
|
|
|
|
|
|
|
|
(945
|
)
|
|
|
|
|
(945
|
)
|
Valuation reserve reduction
resulting from amortization of prior service costs and unrecognized losses
related to Defined benefit plans
|
|
|
|
|
|
|
|
|
945
|
|
|
|
|
|
945
|
|
Current period unrealized loss on
cash flow hedges, net of reclassifications
|
|
|
|
|
|
|
|
|
|
|
|
(3,786
|
)
|
|
(3,786
|
)
|
Deferred tax benefits relating to
unrealized loss on derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
452
|
|
|
452
|
|
Balance at December 31,
2007
|
$
|
179,053
|
|
$
|
701
|
|
|
$
|
(12,239
|
)
|
$
|
(2,546
|
)
|
$
|
164,969
|
|
|
|
Balance at
1/1/06
|
|
|
Accruals
|
|
|
Payments
|
|
|
Balance at
12/31/06
|
|
|
Accruals
|
|
|
Payments
|
|
|
Balance at
12/31/07
|
|
|||||||
North
America/HME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Severance
|
|
$
|
2,130
|
|
|
$
|
5,549
|
|
|
$
|
(6,320
|
)
|
|
$
|
1,359
|
|
|
$
|
3,705
|
|
|
$
|
(4,362
|
)
|
|
$
|
702
|
|
Product line
discontinuance
|
|
|
—
|
|
|
|
2,719
|
|
|
|
(682
|
)
|
|
|
2,037
|
|
|
|
178
|
|
|
|
(2,183
|
)
|
|
|
32
|
|
Contract
terminations
|
|
|
—
|
|
|
|
1,346
|
|
|
|
(789
|
)
|
|
|
557
|
|
|
|
(19
|
)
|
|
|
(172
|
)
|
|
|
366
|
|
Total
|
|
$
|
2,130
|
|
|
$
|
9,614
|
|
|
$
|
(7,791
|
)
|
|
$
|
3,953
|
|
|
$
|
3,864
|
|
|
$
|
(6,717
|
)
|
|
$
|
1,100
|
|
Invacare Supply
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
112
|
|
|
$
|
457
|
|
|
$
|
(403
|
)
|
|
$
|
166
|
|
|
$
|
67
|
|
|
$
|
(228
|
)
|
|
$
|
5
|
|
Product line
discontinuance
|
|
|
—
|
|
|
|
552
|
|
|
|
(552
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Contract
terminations
|
|
|
165
|
|
|
|
—
|
|
|
|
(165
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
277
|
|
|
$
|
1,009
|
|
|
$
|
(1,120
|
)
|
|
$
|
166
|
|
|
$
|
67
|
|
|
$
|
(228
|
)
|
|
$
|
5
|
|
Institutional Products
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
Contract
terminations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
98
|
|
|
|
(98
|
)
|
|
|
—
|
|
Other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55
|
|
|
|
(55
|
)
|
|
|
—
|
|
Total
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
(172
|
)
|
|
$
|
—
|
|
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
799
|
|
|
$
|
5,208
|
|
|
$
|
(2,273
|
)
|
|
$
|
3,734
|
|
|
$
|
862
|
|
|
$
|
(4,591
|
)
|
|
$
|
5
|
|
Product line
discontinuance
|
|
|
—
|
|
|
|
455
|
|
|
|
(455
|
)
|
|
|
—
|
|
|
|
386
|
|
|
|
(386
|
)
|
|
|
—
|
|
Other
|
|
|
—
|
|
|
|
2,995
|
|
|
|
(2,995
|
)
|
|
|
—
|
|
|
|
3,247
|
|
|
|
(3,202
|
)
|
|
|
45
|
|
Total
|
|
$
|
799
|
|
|
$
|
8,658
|
|
|
$
|
(5,723
|
)
|
|
$
|
3,734
|
|
|
$
|
4,495
|
|
|
$
|
(8,179
|
)
|
|
$
|
50
|
|
Asia/Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
63
|
|
|
$
|
621
|
|
|
$
|
(684
|
)
|
|
$
|
—
|
|
|
$
|
1,258
|
|
|
$
|
(746
|
)
|
|
$
|
512
|
|
Product line
discontinuance
|
|
|
—
|
|
|
|
557
|
|
|
|
(557
|
)
|
|
|
—
|
|
|
|
1,253
|
|
|
|
(1,253
|
)
|
|
|
—
|
|
Contract
terminations
|
|
|
—
|
|
|
|
745
|
|
|
|
(623
|
)
|
|
|
122
|
|
|
|
299
|
|
|
|
(382
|
)
|
|
|
39
|
|
Other
|
|
|
—
|
|
|
|
8
|
|
|
|
(8
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
63
|
|
|
$
|
1,931
|
|
|
$
|
(1,872
|
)
|
|
$
|
122
|
|
|
$
|
2,810
|
|
|
$
|
(2,381
|
)
|
|
$
|
551
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
$
|
3,104
|
|
|
$
|
11,873
|
|
|
$
|
(9,718
|
)
|
|
$
|
5,259
|
|
|
$
|
5,911
|
|
|
$
|
(9,946
|
)
|
|
$
|
1,224
|
|
Product line
discontinuance
|
|
|
—
|
|
|
|
4,283
|
|
|
|
(2,246
|
)
|
|
|
2,037
|
|
|
|
1,817
|
|
|
|
(3,822
|
)
|
|
|
32
|
|
Contract
terminations
|
|
|
165
|
|
|
|
2,091
|
|
|
|
(1,577
|
)
|
|
|
679
|
|
|
|
378
|
|
|
|
(652
|
)
|
|
|
405
|
|
Other
|
|
|
—
|
|
|
|
3,003
|
|
|
|
(3,003
|
)
|
|
|
—
|
|
|
|
3,302
|
|
|
|
(3,257
|
)
|
|
|
45
|
|
Total
|
|
$
|
3,269
|
|
|
$
|
21,250
|
|
|
$
|
(16,544
|
)
|
|
$
|
7,975
|
|
|
$
|
11,408
|
|
|
$
|
(17,677
|
)
|
|
$
|
1,706
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
Domestic
|
|
$
|
(40,369
|
)
|
|
$
|
(349,144
|
)
|
|
$
|
18,605
|
|
Foreign
|
|
|
54,859
|
|
|
|
39,620
|
|
|
|
52,697
|
|
|
|
$
|
14,490
|
|
|
$
|
(309,524
|
)
|
|
$
|
71,302
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
(2,340
|
)
|
|
$
|
(12,815
|
)
|
|
$
|
9,475
|
|
State
|
|
|
1,430
|
|
|
|
750
|
|
|
|
600
|
|
Foreign
|
|
|
8,180
|
|
|
|
16,030
|
|
|
|
12,475
|
|
|
|
|
7,270
|
|
|
|
3,965
|
|
|
|
22,550
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
3,230
|
|
|
|
11,695
|
|
|
|
(2,225
|
)
|
Foreign
|
|
|
2,800
|
|
|
|
(7,410
|
)
|
|
|
2,125
|
|
|
|
|
6,030
|
|
|
|
4,285
|
|
|
|
(100
|
)
|
Income
Taxes
|
|
$
|
13,300
|
|
|
$
|
8,250
|
|
|
$
|
22,450
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
Statutory federal income tax
rate
|
|
|
35.0
|
%
|
|
|
(35.0
|
)%
|
|
|
35.0
|
%
|
State and local income taxes, net
of federal income tax benefit
|
|
|
6.4
|
|
|
|
0.2
|
|
|
|
0.5
|
|
Tax credits
|
|
|
(37.9
|
)
|
|
|
(0.1
|
)
|
|
|
(0.8
|
)
|
Foreign taxes at less than the
federal statutory rate excluding valuation
allowances
|
|
|
(92.4
|
)
|
|
|
(2.0
|
)
|
|
|
(5.2
|
)
|
Asset write-downs related to
goodwill and other intangibles, without tax benefit
|
|
|
—
|
|
|
|
30.2
|
|
|
|
—
|
|
Federal and foreign valuation
allowance
|
|
|
176.2
|
|
|
|
9.3
|
|
|
|
—
|
|
Variable interest entity
without tax
|
|
|
(12.3
|
)
|
|
|
.9
|
|
|
|
.5
|
|
Withholding
taxes
|
|
|
9.0
|
|
|
|
.5
|
|
|
|
1.0
|
|
Compensation
|
|
|
10.4
|
|
|
|
—
|
|
|
|
.3
|
|
Foreign branch
activity
|
|
|
(20.3
|
)
|
|
|
(1.1
|
)
|
|
|
(.9
|
)
|
Other, net
|
|
|
17.7
|
|
|
|
(.2
|
)
|
|
|
1.1
|
|
|
|
|
91.8
|
%
|
|
|
2.7
|
%
|
|
|
31.5
|
%
|
|
|
2007
|
|
|
2006
|
|
||
Current deferred income tax assets
(liabilities), net:
|
|
|
|
|
|
|
||
Loss
carryforwards
|
|
$
|
2,345
|
|
|
$
|
7,375
|
|
Bad debt
|
|
|
13,575
|
|
|
|
14,006
|
|
Warranty
|
|
|
3,837
|
|
|
|
3,365
|
|
State and local
taxes
|
|
|
(1,441
|
)
|
|
|
3,154
|
|
Other accrued expenses and
reserves
|
|
|
1,759
|
|
|
|
2,645
|
|
Inventory
|
|
|
2,557
|
|
|
|
2,337
|
|
Compensation and
benefits
|
|
|
3,228
|
|
|
|
3,079
|
|
Product
liability
|
|
|
292
|
|
|
|
292
|
|
Valuation
allowance
|
|
|
(25,446
|
)
|
|
|
(22,552
|
)
|
Other, net
|
|
|
1,772
|
|
|
|
(189
|
)
|
|
|
$
|
2,478
|
|
|
$
|
13,512
|
|
Long-term deferred income tax
assets (liabilities), net:
|
|
|
|
|
|
|
|
|
Goodwill &
intangibles
|
|
|
(25,329
|
)
|
|
|
(29,480
|
)
|
Fixed
assets
|
|
|
(13,441
|
)
|
|
|
(18,289
|
)
|
Compensation and
benefits
|
|
|
15,943
|
|
|
|
16,541
|
|
Loss and credit
carryforwards
|
|
|
39,374
|
|
|
|
6,453
|
|
Product
liability
|
|
|
4,511
|
|
|
|
4,715
|
|
State and local
taxes
|
|
|
16,128
|
|
|
|
10,619
|
|
Valuation
allowance
|
|
|
(64,276
|
)
|
|
|
(27,721
|
)
|
Other, net
|
|
|
(1,734
|
)
|
|
|
2,569
|
|
|
|
$
|
(28,824
|
)
|
|
$
|
(34,593
|
)
|
Net Deferred Income
Taxes
|
|
$
|
(26,346
|
)
|
|
$
|
(21,081
|
)
|
Balance at January 1,
2007
|
|
$
|
8,785
|
|
Additions
to:
|
|
|
|
|
Positions taken during the current
year
|
|
|
236
|
|
Positions taken during a prior
year
|
|
|
338
|
|
Deductions
due
to:
|
|
|
|
|
Positions taken during the current
year
|
|
|
(3
|
)
|
Positions taken during a prior
year
|
|
|
(37
|
)
|
Settlements with taxing
authorities
|
|
|
(966
|
)
|
Lapse of statute of
limitations
|
|
|
(268
|
)
|
Balance at December 31,
2007
|
|
$
|
8,085
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
|
|
(In thousands except per share
data)
|
|
|||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|||
Average common shares
outstanding
|
|
|
31,840
|
|
|
|
31,789
|
|
|
|
31,555
|
|
Net earnings
(loss)
|
|
$
|
1,190
|
|
|
$
|
(317,774
|
)
|
|
$
|
48,852
|
|
Net earnings (loss) per common
share
|
|
$
|
.04
|
|
|
$
|
(10.00
|
)
|
|
$
|
1.55
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares
outstanding
|
|
|
31,840
|
|
|
|
31,789
|
|
|
|
31,555
|
|
Stock
options
|
|
|
87
|
|
|
|
—
|
|
|
|
897
|
|
Average common shares assuming
dilution
|
|
|
31,927
|
|
|
|
31,789
|
|
|
|
32,452
|
|
Net earnings
(loss)
|
|
$
|
1,190
|
|
|
$
|
(317,774
|
)
|
|
$
|
48,852
|
|
Net earnings (loss) per common
share
|
|
$
|
.04
|
|
|
$
|
(10.00
|
)
|
|
$
|
1.51
|
|
|
|
2007
|
|
|
2006
|
|
||||||||||
|
|
Carrying
Value
|
Fair
Value
|
Carrying
Value
|
Fair
Value
|
|
||||||||||
Cash and cash
equivalents
|
|
$
|
62,200
|
|
|
$
|
62,200
|
|
|
$
|
82,203
|
|
|
$
|
82,203
|
|
Marketable
securities
|
|
|
255
|
|
|
|
255
|
|
|
|
190
|
|
|
|
190
|
|
Other
investments
|
|
|
8,605
|
|
|
|
8,605
|
|
|
|
8,461
|
|
|
|
8,461
|
|
Installment
receivables
|
|
|
27,863
|
|
|
|
27,863
|
|
|
|
22,887
|
|
|
|
22,887
|
|
Long-term debt (including
short-term borrowings secured by accounts receivable and current
maturities of long-term debt)
|
|
|
537,852
|
|
|
|
556,743
|
|
|
|
573,126
|
|
|
|
583,856
|
|
Interest rate
swaps
|
|
|
(2,495
|
)
|
|
|
(2,495
|
)
|
|
|
(435
|
)
|
|
|
(435
|
)
|
Forward
contracts
|
|
|
(78
|
)
|
|
|
(78
|
)
|
|
|
1,213
|
|
|
|
1,213
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
Revenues from external
customers
|
|
|
|
|
|
|
|
|
|
|||
North
America/HME
|
|
$
|
668,305
|
|
|
$
|
676,326
|
|
|
$
|
706,555
|
|
Invacare Supply
Group
|
|
|
256,993
|
|
|
|
228,236
|
|
|
|
220,908
|
|
Institutional Products
Group
|
|
|
89,026
|
|
|
|
93,455
|
|
|
|
85,415
|
|
Europe
|
|
|
498,109
|
|
|
|
430,427
|
|
|
|
432,142
|
|
Asia/Pacific
|
|
|
89,804
|
|
|
|
69,591
|
|
|
|
84,712
|
|
Consolidated
|
|
$
|
1,602,237
|
|
|
$
|
1,498,035
|
|
|
$
|
1,529,732
|
|
Intersegment
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America/HME
|
|
$
|
47,698
|
|
|
$
|
51,081
|
|
|
$
|
46,048
|
|
Invacare Supply
Group
|
|
|
265
|
|
|
|
102
|
|
|
|
26
|
|
Institutional Products
Group
|
|
|
1,151
|
|
|
|
—
|
|
|
|
2,305
|
|
Europe
|
|
|
10,394
|
|
|
|
12,599
|
|
|
|
12,019
|
|
Asia/Pacific
|
|
|
29,793
|
|
|
|
39,757
|
|
|
|
36,576
|
|
Consolidated
|
|
$
|
89,301
|
|
|
$
|
103,539
|
|
|
$
|
96,974
|
|
Depreciation and
amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America/HME
|
|
$
|
20,109
|
|
|
$
|
18,433
|
|
|
$
|
18,266
|
|
Invacare Supply
Group
|
|
|
375
|
|
|
|
383
|
|
|
|
448
|
|
Institutional Products
Group
|
|
|
1,818
|
|
|
|
1,888
|
|
|
|
1,867
|
|
Europe
|
|
|
15,904
|
|
|
|
14,533
|
|
|
|
15,100
|
|
Asia/Pacific
|
|
|
5,494
|
|
|
|
4,645
|
|
|
|
4,829
|
|
All
Other (1)
|
|
|
17
|
|
|
|
10
|
|
|
|
14
|
|
Consolidated
|
|
$
|
43,717
|
|
|
$
|
39,892
|
|
|
$
|
40,524
|
|
Net interest expense
(income)
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America/HME
|
|
$
|
24,620
|
|
|
$
|
16,530
|
|
|
$
|
13,299
|
|
Invacare Supply
Group
|
|
|
3,443
|
|
|
|
3,158
|
|
|
|
2,447
|
|
Institutional Products
Group
|
|
|
4,377
|
|
|
|
3,852
|
|
|
|
1,620
|
|
Europe
|
|
|
8,808
|
|
|
|
8,398
|
|
|
|
8,628
|
|
Asia/Pacific
|
|
|
721
|
|
|
|
(629
|
)
|
|
|
(431
|
)
|
Consolidated
|
|
$
|
41,969
|
|
|
$
|
31,309
|
|
|
$
|
25,563
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
Earnings (loss) before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America/HME
|
|
$
|
10,793
|
|
|
$
|
(310,162
|
)
|
|
$
|
54,390
|
|
Invacare Supply
Group
|
|
|
3,198
|
|
|
|
3,291
|
|
|
|
6,428
|
|
Institutional Products
Group
|
|
|
801
|
|
|
|
4,789
|
|
|
|
5,747
|
|
Europe
|
|
|
36,170
|
|
|
|
26,077
|
|
|
|
29,255
|
|
Asia/Pacific
|
|
|
(6,750
|
)
|
|
|
(7,318
|
)
|
|
|
(4,418
|
)
|
All
Other (1)
|
|
|
(29,722
|
)
|
|
|
(26,201
|
)
|
|
|
(20,100
|
)
|
Consolidated
|
|
$
|
14,490
|
|
|
$
|
(309,524
|
)
|
|
$
|
71,302
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|||
North
America/HME
|
|
$
|
385,532
|
|
|
$
|
430,121
|
|
|
$
|
719,366
|
|
Invacare Supply
Group
|
|
|
88,106
|
|
|
|
90,086
|
|
|
|
81,895
|
|
Institutional Products
Group
|
|
|
44,806
|
|
|
|
43,918
|
|
|
|
44,372
|
|
Europe
|
|
|
804,677
|
|
|
|
751,502
|
|
|
|
671,642
|
|
Asia/Pacific
|
|
|
104,297
|
|
|
|
98,737
|
|
|
|
74,101
|
|
All
Other (1)
|
|
|
72,624
|
|
|
|
76,087
|
|
|
|
55,396
|
|
Consolidated
|
|
$
|
1,500,042
|
|
|
$
|
1,490,451
|
|
|
$
|
1,646,772
|
|
Long-lived
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America/HME
|
|
$
|
119,866
|
|
|
$
|
101,464
|
|
|
$
|
403,758
|
|
Invacare Supply
Group
|
|
|
24,853
|
|
|
|
25,163
|
|
|
|
24,712
|
|
Institutional Products
Group
|
|
|
34,880
|
|
|
|
31,374
|
|
|
|
32,457
|
|
Europe
|
|
|
610,074
|
|
|
|
563,479
|
|
|
|
508,196
|
|
Asia/Pacific
|
|
|
56,024
|
|
|
|
50,760
|
|
|
|
38,866
|
|
All
Other (1)
|
|
|
63,260
|
|
|
|
62,453
|
|
|
|
44,317
|
|
Consolidated
|
|
$
|
908,957
|
|
|
$
|
834,693
|
|
|
$
|
1,052,306
|
|
Expenditures for
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America/HME
|
|
$
|
7,138
|
|
|
$
|
9,478
|
|
|
$
|
19,242
|
|
Invacare Supply
Group
|
|
|
148
|
|
|
|
853
|
|
|
|
338
|
|
Institutional Products
Group
|
|
|
813
|
|
|
|
828
|
|
|
|
427
|
|
Europe
|
|
|
7,669
|
|
|
|
8,041
|
|
|
|
5,470
|
|
Asia/Pacific
|
|
|
4,272
|
|
|
|
2,559
|
|
|
|
5,438
|
|
All
Other (1)
|
|
|
28
|
|
|
|
30
|
|
|
|
9
|
|
Consolidated
|
|
$
|
20,068
|
|
|
$
|
21,789
|
|
|
$
|
30,924
|
|
(1)
|
Consists of un-allocated corporate
selling, general and administrative costs and intercompany profits, which
do not meet the quantitative criteria for determining reportable segments.
In addition, the “All other” earnings (loss) before income taxes includes
debt finance charges, interest and fees associated with debt refinancing
and the gain (loss) associated with a consolidated variable interest
entity.
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|||
North
America/HME
|
|
|
|
|
|
|
|
|
|
|||
Rehab
|
|
$
|
268,756
|
|
|
$
|
272,517
|
|
|
$
|
274,417
|
|
Standard
|
|
|
242,186
|
|
|
|
239,540
|
|
|
|
251,331
|
|
Respiratory
|
|
|
128,654
|
|
|
|
141,531
|
|
|
|
159,300
|
|
Other
|
|
|
28,709
|
|
|
|
22,738
|
|
|
|
21,507
|
|
|
|
$
|
668,305
|
|
|
$
|
676,326
|
|
|
$
|
706,555
|
|
Invacare Supply
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributed
|
|
$
|
256,993
|
|
|
$
|
228,236
|
|
|
$
|
220,908
|
|
Institutional Products
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
Care
|
|
$
|
89,026
|
|
|
$
|
93,455
|
|
|
$
|
85,415
|
|
Europe
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard
|
|
$
|
291,574
|
|
|
$
|
252,335
|
|
|
$
|
263,121
|
|
Rehab
|
|
|
195,182
|
|
|
|
170,138
|
|
|
|
161,082
|
|
Respiratory
|
|
|
11,353
|
|
|
|
7,954
|
|
|
|
7,939
|
|
|
|
$
|
498,109
|
|
|
$
|
430,427
|
|
|
$
|
432,142
|
|
Asia/Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
Rehab
|
|
$
|
41,310
|
|
|
$
|
39,027
|
|
|
$
|
47,730
|
|
Standard
|
|
|
20,655
|
|
|
|
13,070
|
|
|
|
10,125
|
|
Respiratory
|
|
|
8,980
|
|
|
|
7,111
|
|
|
|
8,304
|
|
Other
|
|
|
18,859
|
|
|
|
10,383
|
|
|
|
18,553
|
|
|
|
$
|
89,804
|
|
|
$
|
69,591
|
|
|
$
|
84,712
|
|
Total
Consolidated
|
|
$
|
1,602,237
|
|
|
$
|
1,498,035
|
|
|
$
|
1,529,732
|
|
(in
thousands)
Year ended December 31,
2007
|
|
The Company
(Parent)
|
|
|
Combined Guarantor
Subsidiaries
|
|
|
Combined Non-Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Net
sales
|
|
$
|
332,668
|
|
|
$
|
629,217
|
|
|
$
|
701,990
|
|
|
$
|
(61,638
|
)
|
|
$
|
1,602,237
|
|
Cost of products
sold
|
|
|
255,852
|
|
|
|
503,130
|
|
|
|
458,616
|
|
|
|
(61,665
|
)
|
|
|
1,155,933
|
|
Gross
Profit
|
|
|
76,816
|
|
|
|
126,087
|
|
|
|
243,374
|
|
|
|
27
|
|
|
|
446,304
|
|
Selling, general and
administrative expenses
|
|
|
105,678
|
|
|
|
113,828
|
|
|
|
147,340
|
|
|
|
-
|
|
|
|
366,846
|
|
Charge related to restructuring
activities
|
|
|
3,365
|
|
|
|
7
|
|
|
|
6,219
|
|
|
|
-
|
|
|
|
9,591
|
|
Charges, interest and fees
associated with debt refinancing
|
|
|
13,329
|
|
|
|
-
|
|
|
|
79
|
|
|
|
-
|
|
|
|
13,408
|
|
Income (loss) from equity
investee
|
|
|
83,802
|
|
|
|
43,067
|
|
|
|
5,055
|
|
|
|
(131,924
|
)
|
|
|
-
|
|
Interest expense -
net
|
|
|
28,111
|
|
|
|
707
|
|
|
|
13,151
|
|
|
|
-
|
|
|
|
41,969
|
|
Earnings (loss) before Income
Taxes
|
|
|
10,135
|
|
|
|
54,612
|
|
|
|
81,640
|
|
|
|
(131,897
|
)
|
|
|
14,490
|
|
Income
taxes
|
|
|
8,945
|
|
|
|
471
|
|
|
|
3,884
|
|
|
|
-
|
|
|
|
13,300
|
|
Net Earnings
(loss)
|
|
$
|
1,190
|
|
|
$
|
54,141
|
|
|
$
|
77,756
|
|
|
$
|
(131,897
|
)
|
|
$
|
1,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
342,614
|
|
|
$
|
615,163
|
|
|
$
|
613,237
|
|
|
$
|
(72,979
|
)
|
|
$
|
1,498,035
|
|
Cost of products
sold
|
|
|
265,844
|
|
|
|
486,469
|
|
|
|
401,584
|
|
|
|
(72,932
|
)
|
|
|
1,080,965
|
|
Gross
Profit
|
|
|
76,770
|
|
|
|
128,694
|
|
|
|
211,653
|
|
|
|
(47
|
)
|
|
|
417,070
|
|
Selling, general and
administrative expenses
|
|
|
103,167
|
|
|
|
113,922
|
|
|
|
156,757
|
|
|
|
-
|
|
|
|
373,846
|
|
Charge related to restructuring
activities
|
|
|
5,597
|
|
|
|
637
|
|
|
|
11,043
|
|
|
|
-
|
|
|
|
17,277
|
|
Charges, interest and fees
associated with debt refinancing
|
|
|
3,745
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,745
|
|
Asset write-downs related to
goodwill and other intangibles
|
|
|
300,257
|
|
|
|
160
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300,417
|
|
Income (loss) from equity
investee
|
|
|
32,382
|
|
|
|
23,012
|
|
|
|
3,077
|
|
|
|
(58,471
|
)
|
|
|
-
|
|
Interest expense -
net
|
|
|
17,025
|
|
|
|
10,177
|
|
|
|
4,107
|
|
|
|
-
|
|
|
|
31,309
|
|
Earnings (loss) before Income
Taxes
|
|
|
(320,639
|
)
|
|
|
26,810
|
|
|
|
42,823
|
|
|
|
(58,518
|
)
|
|
|
(309,524
|
)
|
Income taxes
(benefit)
|
|
|
(2,865
|
)
|
|
|
1,422
|
|
|
|
9,693
|
|
|
|
-
|
|
|
|
8,250
|
|
Net Earnings
(loss)
|
|
$
|
(317,774
|
)
|
|
$
|
25,388
|
|
|
$
|
33,130
|
|
|
$
|
(58,518
|
)
|
|
$
|
(317,774
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
363,277
|
|
|
$
|
610,106
|
|
|
$
|
625,505
|
|
|
$
|
(69,156
|
)
|
|
$
|
1,529,732
|
|
Cost of products
sold
|
|
|
263,005
|
|
|
|
473,178
|
|
|
|
416,164
|
|
|
|
(68,814
|
)
|
|
|
1,083,533
|
|
Gross
Profit
|
|
|
100,272
|
|
|
|
136,928
|
|
|
|
209,341
|
|
|
|
(342
|
)
|
|
|
446,199
|
|
Selling, general and
administrative expenses
|
|
|
96,342
|
|
|
|
88,948
|
|
|
|
156,749
|
|
|
|
-
|
|
|
|
342,039
|
|
Charge related to restructuring
activities
|
|
|
3,546
|
|
|
|
408
|
|
|
|
3,341
|
|
|
|
-
|
|
|
|
7,295
|
|
Income (loss) from equity
investee
|
|
|
52,273
|
|
|
|
7,167
|
|
|
|
3,161
|
|
|
|
(62,601
|
)
|
|
|
-
|
|
Interest expense -
net
|
|
|
2,506
|
|
|
|
15,673
|
|
|
|
7,384
|
|
|
|
-
|
|
|
|
25,563
|
|
Earnings (loss) before Income
Taxes
|
|
|
50,151
|
|
|
|
39,066
|
|
|
|
45,028
|
|
|
|
(62,943
|
)
|
|
|
71,302
|
|
Income
taxes
|
|
|
1,299
|
|
|
|
306
|
|
|
|
20,845
|
|
|
|
-
|
|
|
|
22,450
|
|
Net Earnings
(loss)
|
|
$
|
48,852
|
|
|
$
|
38,760
|
|
|
$
|
24,183
|
|
|
$
|
(62,943
|
)
|
|
$
|
48,852
|
|
(in
thousands)
December 31,
2007
|
|
The Company
(Parent)
|
|
|
Combined Guarantor
Subsidiaries
|
|
|
Combined Non-Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash
equivalents
|
|
$
|
27,133
|
|
|
$
|
1,773
|
|
|
$
|
33,294
|
|
|
$
|
-
|
|
|
$
|
62,200
|
|
Marketable
securities
|
|
|
255
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
255
|
|
Trade receivables,
net
|
|
|
93,533
|
|
|
|
52,996
|
|
|
|
121,431
|
|
|
|
(3,817
|
)
|
|
|
264,143
|
|
Installment receivables,
net
|
|
|
-
|
|
|
|
1,841
|
|
|
|
2,216
|
|
|
|
-
|
|
|
|
4,057
|
|
Inventories,
net
|
|
|
69,123
|
|
|
|
34,115
|
|
|
|
93,895
|
|
|
|
(1,529
|
)
|
|
|
195,604
|
|
Deferred income
taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
2,478
|
|
|
|
-
|
|
|
|
2,478
|
|
Other current
assets
|
|
|
20,693
|
|
|
|
6,489
|
|
|
|
36,438
|
|
|
|
(1,272
|
)
|
|
|
62,348
|
|
Total Current
Assets
|
|
|
210,737
|
|
|
|
97,214
|
|
|
|
289,752
|
|
|
|
(6,618
|
)
|
|
|
591,085
|
|
Investment in
subsidiaries
|
|
|
1,393,220
|
|
|
|
640,178
|
|
|
|
-
|
|
|
|
(2,033,398
|
)
|
|
|
-
|
|
Intercompany advances,
net
|
|
|
250,765
|
|
|
|
824,519
|
|
|
|
43,460
|
|
|
|
(1,118,744
|
)
|
|
|
-
|
|
Other
Assets
|
|
|
66,616
|
|
|
|
23,482
|
|
|
|
1,564
|
|
|
|
-
|
|
|
|
91,662
|
|
Other
Intangibles
|
|
|
934
|
|
|
|
11,315
|
|
|
|
92,487
|
|
|
|
-
|
|
|
|
104,736
|
|
Property and Equipment,
net
|
|
|
57,984
|
|
|
|
10,231
|
|
|
|
101,161
|
|
|
|
-
|
|
|
|
169,376
|
|
Goodwill
|
|
|
-
|
|
|
|
23,531
|
|
|
|
519,652
|
|
|
|
-
|
|
|
|
543,183
|
|
Total
Assets
|
|
$
|
1,980,256
|
|
|
$
|
1,630,470
|
|
|
$
|
1,048,076
|
|
|
$
|
(3,158,760
|
)
|
|
$
|
1,500,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
68,786
|
|
|
$
|
12,516
|
|
|
$
|
68,868
|
|
|
$
|
-
|
|
|
$
|
150,170
|
|
Accrued
expenses
|
|
|
48,332
|
|
|
|
18,284
|
|
|
|
84,431
|
|
|
|
(5,089
|
)
|
|
|
145,958
|
|
Accrued income
taxes
|
|
|
500
|
|
|
|
-
|
|
|
|
5,473
|
|
|
|
-
|
|
|
|
5,973
|
|
Short-term debt and current
maturities of long-term obligations
|
|
|
23,500
|
|
|
|
-
|
|
|
|
1,010
|
|
|
|
-
|
|
|
|
24,510
|
|
Total Current
Liabilities
|
|
|
141,118
|
|
|
|
30,800
|
|
|
|
159,782
|
|
|
|
(5,089
|
)
|
|
|
326,611
|
|
Long-Term
Debt
|
|
|
481,896
|
|
|
|
7
|
|
|
|
31,439
|
|
|
|
-
|
|
|
|
513,342
|
|
Other Long-Term
Obligations
|
|
|
61,370
|
|
|
|
-
|
|
|
|
44,676
|
|
|
|
-
|
|
|
|
106,046
|
|
Intercompany advances,
net
|
|
|
741,829
|
|
|
|
326,028
|
|
|
|
50,887
|
|
|
|
(1,118,744
|
)
|
|
|
-
|
|
Total Shareholders’
Equity
|
|
|
554,043
|
|
|
|
1,273,635
|
|
|
|
761,292
|
|
|
|
(2,034,927
|
)
|
|
|
554,043
|
|
Total Liabilities and
Shareholders’ Equity
|
|
$
|
1,980,256
|
|
|
$
|
1,630,470
|
|
|
$
|
1,048,076
|
|
|
$
|
(3,158,760
|
)
|
|
$
|
1,500,042
|
|
(in thousands)
December 31,
2006
|
|
The Company
(Parent)
|
|
|
Combined Guarantor
Subsidiaries
|
|
|
Combined Non-Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash
equivalents
|
|
$
|
35,918
|
|
|
$
|
2,202
|
|
|
$
|
44,083
|
|
|
$
|
-
|
|
|
$
|
82,203
|
|
Marketable
securities
|
|
|
190
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
190
|
|
Trade receivables,
net
|
|
|
651
|
|
|
|
15,888
|
|
|
|
248,667
|
|
|
|
(3,600
|
)
|
|
|
261,606
|
|
Installment receivables,
net
|
|
|
-
|
|
|
|
5,513
|
|
|
|
1,584
|
|
|
|
-
|
|
|
|
7,097
|
|
Inventories,
net
|
|
|
77,201
|
|
|
|
37,511
|
|
|
|
88,585
|
|
|
|
(1,541
|
)
|
|
|
201,756
|
|
Deferred income
taxes
|
|
|
4,223
|
|
|
|
393
|
|
|
|
8,896
|
|
|
|
-
|
|
|
|
13,512
|
|
Other current
assets
|
|
|
26,353
|
|
|
|
8,764
|
|
|
|
55,477
|
|
|
|
(1,200
|
)
|
|
|
89,394
|
|
Total Current
Assets
|
|
|
144,536
|
|
|
|
70,271
|
|
|
|
447,292
|
|
|
|
(6,341
|
)
|
|
|
655,758
|
|
Investment in
subsidiaries
|
|
|
1,293,046
|
|
|
|
607,559
|
|
|
|
-
|
|
|
|
(1,900,605
|
)
|
|
|
-
|
|
Intercompany advances,
net
|
|
|
354,660
|
|
|
|
850,121
|
|
|
|
110,935
|
|
|
|
(1,315,716
|
)
|
|
|
-
|
|
Other
Assets
|
|
|
50,443
|
|
|
|
15,566
|
|
|
|
1,434
|
|
|
|
-
|
|
|
|
67,443
|
|
Other
Intangibles
|
|
|
1,016
|
|
|
|
13,150
|
|
|
|
88,710
|
|
|
|
-
|
|
|
|
102,876
|
|
Property and Equipment,
net
|
|
|
65,016
|
|
|
|
11,550
|
|
|
|
97,379
|
|
|
|
-
|
|
|
|
173,945
|
|
Goodwill
|
|
|
-
|
|
|
|
23,541
|
|
|
|
466,888
|
|
|
|
-
|
|
|
|
490,429
|
|
Total
Assets
|
|
|
1,908,717
|
|
|
$
|
1,591,758
|
|
|
$
|
1,212,638
|
|
|
$
|
(3,222,662
|
)
|
|
$
|
1,490,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
89,818
|
|
|
$
|
12,095
|
|
|
$
|
61,128
|
|
|
$
|
-
|
|
|
$
|
163,041
|
|
Accrued
expenses
|
|
|
34,611
|
|
|
|
17,405
|
|
|
|
100,560
|
|
|
|
(4,800
|
)
|
|
|
147,776
|
|
Accrued income
taxes
|
|
|
10,021
|
|
|
|
26
|
|
|
|
2,869
|
|
|
|
-
|
|
|
|
12,916
|
|
Short-term debt and current
maturities of long-term obligations
|
|
|
51,773
|
|
|
|
-
|
|
|
|
72,470
|
|
|
|
-
|
|
|
|
124,243
|
|
Total Current
Liabilities
|
|
|
186,223
|
|
|
|
29,526
|
|
|
|
237,027
|
|
|
|
(4,800
|
)
|
|
|
447,976
|
|
Long-Term
Debt
|
|
|
321,263
|
|
|
|
70
|
|
|
|
127,550
|
|
|
|
-
|
|
|
|
448,883
|
|
Other Long-Term
Obligations
|
|
|
52,039
|
|
|
|
2,040
|
|
|
|
53,144
|
|
|
|
-
|
|
|
|
107,223
|
|
Intercompany advances,
net
|
|
|
862,823
|
|
|
|
370,452
|
|
|
|
82,441
|
|
|
|
(1,315,716
|
)
|
|
|
-
|
|
Total Shareholders’
Equity
|
|
|
486,369
|
|
|
|
1,189,670
|
|
|
|
712,476
|
|
|
|
(1,902,146
|
)
|
|
|
486,369
|
|
Total Liabilities and
Shareholders’ Equity
|
|
$
|
1,908,717
|
|
|
$
|
1,591,758
|
|
|
$
|
1,212,638
|
|
|
$
|
(3,222,662
|
)
|
|
$
|
1,490,451
|
|
(in thousands)
Year ended December 31,
2007
|
|
The Company
(Parent)
|
|
|
Combined Guarantor
Subsidiaries
|
|
|
Combined Non-Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Net Cash Provided (Used) by
Operating Activities
|
|
$
|
(27,319
|
)
|
|
$
|
921
|
|
|
$
|
99,498
|
|
|
$
|
6,000
|
|
|
$
|
79,100
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and
equipment
|
|
|
(4,090
|
)
|
|
|
(1,350
|
)
|
|
|
(14,628
|
)
|
|
|
-
|
|
|
|
(20,068
|
)
|
Proceeds from sale of property and
equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
501
|
|
|
|
-
|
|
|
|
501
|
|
Business acquisitions, net of cash
acquired
|
|
|
(5,496
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,496
|
)
|
Decrease in other
investments
|
|
|
155
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
155
|
|
Decrease in other long-term
assets
|
|
|
1,446
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,446
|
|
Other
|
|
|
1,404
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,404
|
|
Net Cash Used for Investing
Activities
|
|
|
(6,581
|
)
|
|
|
(1,350
|
)
|
|
|
(14,127
|
)
|
|
|
-
|
|
|
|
(22,058
|
)
|
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from revolving lines
of credit, securitization facility and long-term
borrowings
|
|
|
648,071
|
|
|
|
-
|
|
|
|
50,930
|
|
|
|
-
|
|
|
|
699,001
|
|
Payments on revolving lines of
credit, securitization facility and long-term
borrowings
|
|
|
(598,412
|
)
|
|
|
-
|
|
|
|
(155,590
|
)
|
|
|
-
|
|
|
|
(754,002
|
)
|
Proceeds from exercise of stock
options
|
|
|
44
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
44
|
|
Payment of
dividends
|
|
|
(1,596
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,596
|
)
|
Payment of financing
costs
|
|
|
(22,992
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(22,992
|
)
|
Capital
contributions
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
(6,000
|
)
|
|
|
-
|
|
Net Cash Provided (Used) by
Financing Activities
|
|
|
25,115
|
|
|
|
-
|
|
|
|
(98,660
|
)
|
|
|
(6,000
|
)
|
|
|
(79,545
|
)
|
Effect of exchange rate changes on
cash
|
|
|
-
|
|
|
|
-
|
|
|
|
2,500
|
|
|
|
-
|
|
|
|
2,500
|
|
Decrease in cash and cash
equivalents
|
|
|
(8,785
|
)
|
|
|
(429
|
)
|
|
|
(10,789
|
)
|
|
|
-
|
|
|
|
(20,003
|
)
|
Cash and cash equivalents at
beginning of year
|
|
|
35,918
|
|
|
|
2,202
|
|
|
|
44,083
|
|
|
|
-
|
|
|
|
82,203
|
|
Cash and cash equivalents at end
of year
|
|
$
|
27,133
|
|
|
$
|
1,773
|
|
|
$
|
33,294
|
|
|
$
|
-
|
|
|
$
|
62,200
|
|
(in thousands)
Year ended December 31,
2006
|
|
The Company
(Parent)
|
|
|
Combined Guarantor
Subsidiaries
|
|
|
Combined Non-Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Net Cash Provided (Used) by
Operating Activities
|
|
$
|
(15,229
|
)
|
|
$
|
21,057
|
|
|
$
|
73,996
|
|
|
$
|
(17,370
|
)
|
|
$
|
62,454
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and
equipment
|
|
|
(6,974
|
)
|
|
|
(2,440
|
)
|
|
|
(12,375
|
)
|
|
|
-
|
|
|
|
(21,789
|
)
|
Proceeds from sale of property and
equipment
|
|
|
-
|
|
|
|
11
|
|
|
|
2,287
|
|
|
|
-
|
|
|
|
2,298
|
|
Business acquisitions, net of cash
acquired
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,296
|
)
|
|
|
-
|
|
|
|
(15,296
|
)
|
(Increase) decrease in other
investments
|
|
|
(7,604
|
)
|
|
|
(3,000
|
)
|
|
|
-
|
|
|
|
10,856
|
|
|
|
252
|
|
Increase in other long-term
assets
|
|
|
(850
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(850
|
)
|
Other
|
|
|
673
|
|
|
|
-
|
|
|
|
266
|
|
|
|
-
|
|
|
|
939
|
|
Net Cash Used for Investing
Activities
|
|
|
(14,755
|
)
|
|
|
(5,429
|
)
|
|
|
(25,118
|
)
|
|
|
10,856
|
|
|
|
(34,446
|
)
|
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from revolving lines
of credit, securitization facility and long-term
borrowings
|
|
|
593,876
|
|
|
|
-
|
|
|
|
278,673
|
|
|
|
-
|
|
|
|
872,549
|
|
Payments on revolving lines of
credit, securitization facility and long-term
borrowings
|
|
|
(536,019
|
)
|
|
|
(122
|
)
|
|
|
(309,959
|
)
|
|
|
-
|
|
|
|
(846,100
|
)
|
Proceeds from exercise of stock
options
|
|
|
2,364
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,364
|
|
Payment of
dividends
|
|
|
(1,589
|
)
|
|
|
(17,370
|
)
|
|
|
-
|
|
|
|
17,370
|
|
|
|
(1,589
|
)
|
Capital
contributions
|
|
|
-
|
|
|
|
3,020
|
|
|
|
7,836
|
|
|
|
(10,856
|
)
|
|
|
-
|
|
Net Cash Provided (Used) by
Financing Activities
|
|
|
58,632
|
|
|
|
(14,472
|
)
|
|
|
(23,450
|
)
|
|
|
6,514
|
|
|
|
27,224
|
|
Effect of exchange rate changes on
cash
|
|
|
-
|
|
|
|
-
|
|
|
|
1,347
|
|
|
|
-
|
|
|
|
1,347
|
|
Increase in cash and cash
equivalents
|
|
|
28,648
|
|
|
|
1,156
|
|
|
|
26,775
|
|
|
|
-
|
|
|
|
56,579
|
|
Cash and cash equivalents at
beginning of year
|
|
|
7,270
|
|
|
|
1,046
|
|
|
|
17,308
|
|
|
|
-
|
|
|
|
25,624
|
|
Cash and cash equivalents at end
of year
|
|
$
|
35,918
|
|
|
$
|
2,202
|
|
|
$
|
44,083
|
|
|
$
|
-
|
|
|
$
|
82,203
|
|
(in thousands)
Year ended December 31,
2005
|
|
The Company
(Parent)
|
|
|
Combined Guarantor
Subsidiaries
|
|
|
Combined Non-Guarantor
Subsidiaries
|
|
|
Eliminations
|
|
|
Total
|
|
|||||
Net Cash Provided (Used) by
Operating Activities
|
|
$
|
166,253
|
|
|
$
|
(2,878
|
)
|
|
$
|
(85,250
|
)
|
|
$
|
-
|
|
|
$
|
78,125
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and
equipment
|
|
|
(17,646
|
)
|
|
|
(2,019
|
)
|
|
|
(11,259
|
)
|
|
|
-
|
|
|
|
(30,924
|
)
|
Proceeds from sale of property and
equipment
|
|
|
51
|
|
|
|
4,680
|
|
|
|
634
|
|
|
|
-
|
|
|
|
5,365
|
|
Business acquisitions, net of cash
acquired
|
|
|
(23,233
|
)
|
|
|
-
|
|
|
|
(34,983
|
)
|
|
|
-
|
|
|
|
(58,216
|
)
|
(Increase) decrease in other
investments
|
|
|
(70,694
|
)
|
|
|
(70,650
|
)
|
|
|
-
|
|
|
|
141,300
|
|
|
|
(44
|
)
|
Increase in other long-term
assets
|
|
|
(966
|
)
|
|
|
(14
|
)
|
|
|
(33
|
)
|
|
|
-
|
|
|
|
(1,013
|
)
|
Other
|
|
|
(1,579
|
)
|
|
|
-
|
|
|
|
(323
|
)
|
|
|
-
|
|
|
|
(1,902
|
)
|
Net Cash Used for Investing
Activities
|
|
|
(114,067
|
)
|
|
|
(68,003
|
)
|
|
|
(45,964
|
)
|
|
|
141,300
|
|
|
|
(86,734
|
)
|
Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from revolving lines
of credit, securitization facility and long-term
borrowings
|
|
|
489,232
|
|
|
|
-
|
|
|
|
306,841
|
|
|
|
-
|
|
|
|
796,073
|
|
Payments on revolving lines of
credit, securitization facility and long-term
borrowings
|
|
|
(543,094
|
)
|
|
|
(178
|
)
|
|
|
(253,347
|
)
|
|
|
-
|
|
|
|
(796,619
|
)
|
Proceeds from exercise of stock
options
|
|
|
3,742
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,742
|
|
Payment of
dividends
|
|
|
(1,580
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,580
|
)
|
Capital
contributions
|
|
|
-
|
|
|
|
70,650
|
|
|
|
70,650
|
|
|
|
(141,300
|
)
|
|
|
-
|
|
Net Cash Provided (Used) by
Financing Activities
|
|
|
(51,700
|
)
|
|
|
70,472
|
|
|
|
124,144
|
|
|
|
(141,300
|
)
|
|
|
1,616
|
|
Effect of exchange rate changes on
cash
|
|
|
-
|
|
|
|
-
|
|
|
|
50
|
|
|
|
-
|
|
|
|
50
|
|
Increase (decrease) in cash and
cash equivalents
|
|
|
486
|
|
|
|
(409
|
)
|
|
|
(7,020
|
)
|
|
|
-
|
|
|
|
(6,943
|
)
|
Cash and cash equivalents at
beginning of year
|
|
|
6,784
|
|
|
|
1,455
|
|
|
|
24,328
|
|
|
|
-
|
|
|
|
32,567
|
|
Cash and cash equivalents at end
of year
|
|
$
|
7,270
|
|
|
$
|
1,046
|
|
|
$
|
17,308
|
|
|
$
|
-
|
|
|
$
|
25,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUARTER ENDED
(In thousands, except per share
data)
|
|
|||||||||||||
2007
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
December 31,
|
|
|||||
Net sales
|
|
$
|
374,905
|
|
|
$
|
393,267
|
|
|
$
|
407,303
|
|
$
|
426,762
|
|
|
Gross
profit
|
|
|
99,056
|
|
|
|
109,946
|
|
|
|
115,451
|
|
|
121,851
|
|
|
Earnings (loss) before income
taxes
|
|
|
(15,104
|
)
|
|
|
3,179
|
|
|
|
9,039
|
|
|
17,376
|
|
|
Net earnings
(loss)
|
|
|
(17,504
|
)
|
|
|
54
|
|
|
|
11,639
|
|
|
7,001
|
|
|
Net earnings (loss) per
share — basic
|
|
|
(0.55
|
)
|
|
|
.00
|
|
|
|
.37
|
|
|
.22
|
|
|
Net earnings (loss) per
share — assuming dilution
|
|
|
(0.55
|
)
|
|
|
.00
|
|
|
|
.36
|
|
|
.22
|
|
|
2006
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
December 31,
|
|
|||||
Net sales
|
|
$
|
361,704
|
|
|
$
|
371,764
|
|
|
$
|
379,462
|
|
$
|
385,105
|
|
|
Gross
profit
|
|
|
101,296
|
|
|
|
105,565
|
|
|
|
111,065
|
|
|
99,144
|
|
|
Earnings (loss) before income
taxes
|
|
|
7,437
|
|
|
6,848
|
|
|
|
12,193
|
|
|
(336,002
|
)
|
||
Net earnings
(loss)
|
|
|
5,207
|
|
|
4,953
|
|
|
|
9,693
|
|
|
(337,627
|
)
|
||
Net earnings (loss) per
share — basic
|
|
|
.16
|
|
|
.16
|
|
|
|
.31
|
|
|
(10.61
|
)
|
||
Net earnings (loss) per
share — assuming dilution
|
|
|
.16
|
|
|
.15
|
|
|
|
.30
|
|
|
(10.61
|
)
|
|
|
COL A.
|
|
|
COL B.
|
|
|
COL C.
|
|
|
COL D.
|
|
||||
|
|
Balance At
Beginning of
Period
|
|
|
Charged To
Cost And
Expenses
|
|
|
Additions
(Deductions)
Describe
|
|
|
Balance
At End of
Period
|
|
||||
|
|
(In
thousands)
|
|
|||||||||||||
Year Ended December 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deducted from asset
accounts —
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful
accounts
|
|
$
|
37,633
|
|
|
$
|
11,927
|
|
|
$
|
(6,600
|
)
|
(A)
|
$
|
42,960
|
|
Inventory obsolescence
reserve
|
|
|
12,143
|
|
|
|
5,998
|
|
|
|
(5,640
|
)
|
(B)
|
|
12,501
|
|
Investments and related notes
receivable
|
|
|
8,339
|
|
|
|
—
|
|
|
|
(8,339
|
)
|
(D)
|
|
—
|
|
Tax valuation
allowances
|
|
|
50,273
|
|
|
|
25,537
|
|
|
|
13,912
|
|
(E)
|
|
89,722
|
|
Accrued warranty
cost
|
|
|
15,165
|
|
|
|
10,989
|
|
|
|
(9,538
|
)
|
(B)
|
|
16,616
|
|
Accrued product
liability
|
|
|
22,631
|
|
|
|
8,360
|
|
|
|
(9,855
|
)
|
(C)
|
|
21,136
|
|
Year Ended December 31,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset
accounts —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful
accounts
|
|
$
|
23,094
|
|
|
$
|
37,711
|
|
|
$
|
(23,172
|
)
|
(A)
|
$
|
37,633
|
|
Inventory obsolescence
reserve
|
|
|
8,591
|
|
|
|
5,325
|
|
|
|
(1,773
|
)
|
(B)
|
|
12,143
|
|
Investments and related notes
receivable
|
|
|
8,339
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,339
|
|
Tax valuation
allowances
|
|
|
7,100
|
|
|
|
28,785
|
|
|
|
14,388
|
|
(E)
|
|
50,273
|
|
Accrued warranty
cost
|
|
|
15,583
|
|
|
|
9,834
|
|
|
|
(10,252
|
)
|
(B)
|
|
15,165
|
|
Accrued product
liability
|
|
|
20,949
|
|
|
|
6,813
|
|
|
|
(5,131
|
)
|
(C)
|
|
22,631
|
|
Year Ended December 31,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset
accounts —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful
accounts
|
|
$
|
15,576
|
|
|
$
|
14,168
|
|
|
$
|
(6,650
|
)
|
(A)
|
$
|
23,094
|
|
Inventory obsolescence
reserve
|
|
|
9,532
|
|
|
|
4,378
|
|
|
|
(5,319
|
)
|
(B)
|
|
8,591
|
|
Investments and related notes
receivable
|
|
|
29,540
|
|
|
|
—
|
|
|
|
(21,201
|
)
|
(D)
|
|
8,339
|
|
Tax valuation
allowances
|
|
|
7,100
|
|
|
|
—
|
|
|
|
—
|
|
|
7,100
|
|
|
Accrued warranty
cost
|
|
|
13,998
|
|
|
|
10,516
|
|
|
|
(8,931
|
)
|
(B)
|
|
15,583
|
|
Accrued product
liability
|
|
|
17,045
|
|
|
|
8,780
|
|
|
|
(4,876
|
)
|
(A)
|
|
20,949
|
|
ARTICLE
NO.
|
|
NAME
AND PURPOSE
|
1
|
DEFINITIONS
|
2
|
PARTICIPATING
EMPLOYERS
|
3
|
ELIGIBILITY
AND PARTICIPATION
|
4
|
SALARY
DEFERRAL CONTRIBUTIONS
|
5
|
PARTICIPATING
EMPLOYER CONTRIBUTIONS
|
6
|
TRUST
FUNDS AND DIRECTION OF INVESTMENT
|
7
|
ACCOUNTS
|
8
|
WITHDRAWALS
FROM ACCOUNTS
|
9
|
HARDSHIP
DISTRIBUTIONS
|
10
|
PARTICIPANT
LOANS
|
11
|
TERMINATION
OF EMPLOYMENT
|
12
|
RETIREMENT
AND DISABILITY BENEFITS
|
13
|
DEATH
BENEFITS
|
14
|
DISTRIBUTIONS
|
15
|
ADMINISTRATION
|
16
|
PROHIBITION
AGAINST ALIENATION
|
17
|
AMENDMENT
AND TERMINATION
|
18
|
LIMITATIONS
ON CONTRIBUTIONS
|
19
|
LIMITATION
ON ANNUAL ADDITIONS
|
20
|
ROLLOVERS
AND TRANSFERS INVOLVING OTHER
|
|
QUALIFIED RETIREMENT PLANS
|
21
|
SPECIAL
PROVISIONS WITH RESPECT TO SHARES
|
22
|
TOP-HEAVY
PROVISIONS
|
23
|
MISCELLANEOUS
|
24
|
ARTICLE
NO.
|
|
ACCOUNTS
|
8
|
ADMINISTRATION
|
16
|
AMENDMENT
AND TERMINATION
|
18
|
DEATH
BENEFITS
|
14
|
DEFINITIONS
|
2
|
DISTRIBUTIONS
|
15
|
ELIGIBILITY
AND PARTICIPATION
|
4
|
HARDSHIP
DISTRIBUTIONS
|
10
|
LIMITATION
ON ANNUAL ADDITIONS
|
20
|
LIMITATIONS
ON CONTRIBUTIONS
|
19
|
MISCELLANEOUS
|
24
|
NAME
AND PURPOSE
|
1
|
PARTICIPANT
LOANS
|
11
|
PARTICIPATING
EMPLOYER CONTRIBUTIONS
|
6
|
PARTICIPATING
EMPLOYERS
|
3
|
PROHIBITION
AGAINST ALIENATION
|
17
|
RETIREMENT
AND DISABILITY BENEFITS
|
13
|
ROLLOVERS
AND TRANSFERS INVOLVING OTHER
|
|
QUALIFIED RETIREMENT PLANS
|
21
|
SALARY
DEFERRAL CONTRIBUTIONS
|
5
|
SPECIAL
PROVISIONS WITH RESPECT TO SHARES
|
22
|
TERMINATION
OF EMPLOYMENT
|
12
|
TOP-HEAVY
PROVISIONS
|
23
|
TRUST
FUNDS AND DIRECTION OF INVESTMENT
|
7
|
WITHDRAWALS
FROM ACCOUNTS
|
9
|
|
(a)
|
September
1, 2001; and
|
|
(b)
|
ninety
(90) days after a Summary of Material Modifications to this Plan
is given
to the Participants describing the elimination of annuity forms of
payment.
|
|
(a)
|
expense
reimbursements, expense allowances, or moving expenses;
|
|
(b)
|
any
cash and non-cash fringe benefits and welfare benefits;
|
|
(c)
|
deferred
compensation;
|
|
(d)
|
all
amounts related to stock options, whether qualified or nonqualified;
|
|
(e)
|
miscellaneous
earnings, including but not limited to periodic payments to certain
Employees in lieu of a parking subsidy;
|
|
(f)
|
vacation
pay in lieu of time off for Participants whose employment with the
Participating Employers and Affiliates has terminated;
|
|
(g)
|
earnings
or benefits paid on behalf of a deceased Participant;
|
|
(h)
|
prizes
or awards;
|
|
(i)
|
unused
sick pay;
|
|
(j)
|
automobile
expenses;
|
|
(k)
|
tuition
reimbursements; and
|
|
(l)
|
meal
allowances.
|
|
(a)
|
an
Employee whose terms and conditions of employment are covered by
a
collective bargaining agreement which does not require him to be
included
in this Plan;
|
|
(b)
|
an
individual employed in a capacity categorized by the Company as a
Leased
Person, regardless of his status as may be determined otherwise by
the
Commissioner of the Internal Revenue Service or other government
entity or
any court or tribunal;
|
|
(c)
|
a
temporary employee;
|
|
(d)
|
an
Employee who is neither a resident nor a citizen of the United States
of
America and who receives no earned income, within the meaning of
Code
Section 911(b) from the Participating Employers or their Affiliates
which
constitutes income from sources within the United States, within
the
meaning of Code Section 861(a)(3) (“non-resident alien”);
|
|
(e)
|
an
individual employed in a capacity categorized by the Company as an
“independent contractor” pursuant to a written or oral
|
|
agreement
with a Participating Employer, regardless of his status as may be
determined otherwise by the Commissioner of the Internal Revenue
Service
or other government entity; and
|
|
(f)
|
an
Employee who is employed in accordance with an employment, consulting
or
other arrangement, the terms and conditions of which preclude his
participation in this Plan.
|
|
(a)
|
his
Termination of Employment;
|
|
(b)
|
his
ceasing to be employed by a Participating Employer;
|
|
(c)
|
the
terms and conditions of his employment becoming covered by a collective
bargaining agreement which does not require him to be included in
this
Plan;
|
|
(d)
|
his
becoming a non-resident alien; or
|
|
(e)
|
his
becoming a Leased Employee, an independent contractor or an Employee
who
is employed in accordance with an employment, consulting or other
arrangement, the terms and conditions of which preclude his participation
in this Plan.
|
|
(a)
|
relates
to the provisions of child support, alimony payments or marital property
rights to a spouse, former spouse, child or other dependent of the
Participant or former Participant; and
|
|
(b)
|
is
made pursuant to a State domestic relations law (including a community
property law).
|
|
(a)
|
by
reason of the pregnancy of such Employee; or
|
|
(b)
|
by
reason of the birth of a child of such Employee; or
|
|
(c)
|
by
reason of the placement of a child with such Employee in connection
with
the adoption of such child by such Employee; or
|
|
(d)
|
by
reason of caring for such child for a period beginning immediately
following such birth or placement;
|
|
(a)
|
he
shall have incurred at least five (5) consecutive Eligibility Breaks
In
Service since the last day of such Eligibility Service; and
|
|
(b)
|
his
Eligibility Service is less than or equal to the number of consecutive
Eligibility Breaks In Service which he had after the last day of
such
Eligibility Service.
|
|
(a)
|
during
the preceding Plan Year, he:
|
|
(i)
|
was
at any time a five percent (5%) actual or constructive owner of a
Participating Employer and its Affiliates; or
|
|
(ii)
|
received
Testing Compensation from a Participating Employer and its Affiliates
greater than Eighty Thousand
|
|
Dollars
($80,000.00) (plus any increase for cost of living after 1998 as
determined by the Secretary of the Treasury or his delegate) and,
if the
Company so elects, was in the “Top Paid Group” of Employees of a
Participating Employer and its Affiliates for such Plan Year; or
|
|
(b)
|
during
the current Plan Year, he was at any time a five percent (5%) or
more
actual or constructive owner of a Participating Employer and its
Affiliates.
|
|
(a)
|
no
Employee shall be credited with more than 501 hours with respect
to
payments he receives or is entitled to receive during any single
continuous period (whether or not such period occurs in a single
Plan
Year) during which he performs no services for a Participating Employer
or
an Affiliate (irrespective of whether he has terminated employment)
due to
vacation, holiday, illness,
|
|
incapacity
(including disability), layoff, jury duty, military duty, or Leave
of
Absence;
|
|
(b)
|
no
Employee shall be credited with hours with respect to payments he
receives
or is entitled to receive during a period when he performs no services
for
a Participating Employer or an Affiliate under a plan maintained
solely
for the purpose of complying with applicable workers’ compensation,
unemployment compensation, disability insurance or Federal Social
Security
laws; and
|
|
(c)
|
no
Employee or former Employee shall be credited with hours with respect
to
payments he receives or is entitled to receive under a pension benefit
plan to which a Participating Employer or an Affiliate has contributed
during a period when he performs no services for a Participating
Employer
or an Affiliate.
|
|
(a)
|
such
Leased Person is covered by a money purchase pension plan which provides
the following:
|
|
(i)
|
a
nonintegrated employer contribution formula of at least ten percent
(10%)
of a Leased Person’s Compensation, as defined in Section 2.15 hereof,
together with amounts contributed on his behalf pursuant to a salary
reduction agreement which are excludable from the Leased Person’s gross
income pursuant to Code Section 125, 132(f)(4), 402(e)(3), 402(h) or
403(b);
|
|
(ii)
|
immediate
participation in said money purchase pension plan; and
|
|
(iii)
|
full
and immediate vesting under said money purchase pension plan; and
|
|
(b)
|
Leased
Persons do not constitute more than twenty percent (20%) of the non-Highly
Compensated Employees of the Company and its Affiliates.
|
|
(a)
|
that
period of unpaid interruption of active employment of an Employee
caused
by entrance into the Armed Forces of the United States under such
circumstances that he thereby becomes entitled to reemployment rights
under the law; and
|
|
(b)
|
that
period of unpaid interruption of active employment of an Employee
authorized by a Participating Employer for a period not to exceed
one (1)
year, with the understanding that the Employee will return to active
employment at the expiration of such period, such interruption to
be for a
specified purpose such as sickness, short term disability, research,
study, pregnancy, family responsibilities and layoff.
|
|
All
such unpaid Leaves of Absence shall be granted on a uniform and
non-discriminatory basis. Except as provided below, a Participant
on an
unpaid Leave of Absence shall not be considered to be an Active
Participant and shall not be allocated any portion of Participating
Employer contributions or forfeitures.
|
|
(a)
|
the
date on which he attains age sixty-five (65); and
|
|
(b)
|
the
date he completes five (5) years of Vesting Service.
|
|
(a)
|
by
reason of the pregnancy of such Employee; or
|
|
(b)
|
by
reason of the birth of a child of such Employee; or
|
|
(c)
|
by
reason of the placement of a child with such Employee in connection
with
the adoption of such child by such Employee; or
|
|
(d)
|
by
reason of caring for such child for a period beginning immediately
following such birth or placement;
|
|
(a)
|
the
date of his Termination of Employment; or
|
|
(b)
|
if
earlier, the first day of any period of Leave of Absence or Military
Service after the end of which the Employee did not return to work
for a
Participating Employer or any Affiliate prior to his Termination
of
Employment;
|
|
(i)
|
he
did not have a Vested Interest under this Plan or the Prior Plans
on such
date of Termination of Employment; and
|
|
(ii)
|
he
shall have incurred five (5) consecutive One Year Periods of Severance;
and
|
|
(iii)
|
his
period of Service immediately prior to such Termination of Employment
shall have been less than or equal to his Period of Severance after
the
last day of such period of Service.
|
|
(a)
|
he
is discharged unless he is subsequently reemployed by a Participating
Employer or an Affiliate and given pay back to his date of discharge;
|
|
(b)
|
he
voluntarily terminates his employment with a Participating Employer
or any
Affiliate;
|
|
(c)
|
he
retires from employment with a Participating Employer or any Affiliate;
|
|
(d)
|
he
fails to return to work:
|
|
(i)
|
at
the end of any Leave of Absence other than one due to Military Service;
or
|
|
(ii)
|
after
a recall to work following a period of layoff; or
|
|
(iii)
|
within
ninety (90) days following such Employee’s release from Military Service
or within any other period following Military Service in which his
right
to reemployment with a Participating Employer or any Affiliate is
guaranteed by law; or
|
|
(iv)
|
after
the cessation of disability income payments under a program of a
Participating Employer;
|
|
(e)
|
he
has been continuously laid-off for twenty-four (24) months;
|
|
(f)
|
the
stock or assets of the business unit by which the Employee is employed
are
sold to a person or entity which is not an Affiliate of a Participating
Employer or are transferred to a joint venture which is not an Affiliate
of a Participating Employer and this Plan is assumed by such person,
entity or joint venture, his Termination of Employment (as defined
in
subparagraphs (a) through (d) above) with such person, entity or
joint
venture; or
|
|
(g)
|
the
stock or assets of the business unit by which the Employee is employed
are
sold to a person or entity which is not an Affiliate of
|
|
a
Participating Employer or are transferred to a joint venture which
is not
an Affiliate of a Participating Employer and this Plan is not assumed
by
such person, entity or joint venture, the date of sale of the stock
or
assets or the date of such transfer.
|
|
(a)
|
when
used to determine compliance with Section 415 of the Code pursuant
to
Article 20 hereof, Testing Compensation shall mean all amounts paid
to a
Participant as payment for services rendered by him to a Participating
Employer or any Related Employer which may be taken into account
for
purposes of determining limitations on annual additions and benefits
under
Section 415 of the Code; and
|
|
(b)
|
when
used to determine the identity of Highly Compensated Employees, Testing
Compensation shall mean Compensation adjusted to include and exclude
certain items of remuneration as required by Section 414(q) of the
Code,
including adding salary reduction amounts which are excluded from
the
taxable income of the Participant under Sections 125, 132(f)(4),
402(e)(3), 402(h) and 403(b) of the Code and adjusted to exclude
remuneration from a Related Employer which is not a Participating
Employer
or Affiliate; and
|
|
(c)
|
when
used to determine Top-Heavy status pursuant to Article 23 hereof,
Testing Compensation shall mean Testing Compensation as defined in
(a)
above, adjusted to exclude remuneration from a Related Employer which
is
not a Participating Employer or an Affiliate.
|
|
(a)
|
equals
the balances, if any, then credited to all Elective Accounts, After-Tax
Accounts, and Rollover Accounts maintained on his behalf;
|
|
(b)
|
equals
the sum of (i) and (ii) and (iii):
|
|
(i)
|
the
balances, if any, then credited to his Matching Contribution Account,
his
Employer Contribution Account, his Profit Sharing Account and his
Stock
Bonus Account multiplied by his Vested Percentage; plus
|
|
(ii)
|
any
distributions made to the Participant which have not been recontributed
by
the Participant pursuant to Section 12.5 hereof; plus
|
|
(iii)
|
any
withdrawals by the Participant from the Accounts referenced in paragraph
(i) above since his earliest Date of Hire which has not been followed
by a
five (5) year Period of Severance, multiplied by his Vested Percentage;
and
|
|
(c)
|
equals
the amount of any distributions made to the Participant and withdrawals
by
the Participant made from his Matching Contribution Account, Employer
Contribution Account, Profit Sharing Account and Stock Bonus Account
since
his earliest Date of Hire which has not been followed by a five (5)
year
Period of Severance.
|
|
2.67
|
Vested
Percentage
. The words “Vested Percentage” shall mean for
any Participant a percentage determined on the basis of his number
of
years of Service in accordance with the following table:
|
Years
of Service
|
Vesting
Percentage
|
Less
than 1 year
|
0%
|
1
but less than 2 years
|
20%
|
2
but less than 3 years
|
40%
|
3
but less than 4 years
|
60%
|
4
but less than 5 years
|
80%
|
5
or more years
|
100%
|
|
(a)
|
his
right to defer the imposition of federal income tax on such contributions
until a subsequent distribution of such amount under this Plan; and
|
|
(b)
|
the
Participating Employer’s right to deduct such amounts for federal income
tax purposes after taking into account any contributions made by
the
Participating Employer under any profit sharing, pension and stock
bonus
plans maintained by the Company or the Participating Employer which
meet
the requirements of Section 401(a) of the Code.
|
|
(a)
|
equals
Ten Thousand Five Hundred Dollars ($10,500.00) (plus any cost of
living
increase after 2001 allowable under Section 402(g) of the Code for
such immediately following taxable year of the Participant); and
|
|
(b)
|
equals
the amount of such Participant’s Salary Deferral Contributions for the
Participant’s taxable year during which said hardship distribution is
made.
|
|
(a)
|
is
employed on such Allocation Date; or
|
|
(b)
|
is
on a Leave of Absence under the Family Medical Leave Act of 1993
on such
Allocation Date; or
|
|
(c)
|
is
not employed on such Allocation Date due to a retirement, Total and
Permanent Disability or death which occurred during the calendar
year
quarter for which such contribution is made,
|
|
(a)
|
money
market funds;
|
|
(b)
|
mutual
funds;
|
|
(c)
|
equity
funds, including a fund holding qualified employer securities;
|
|
(d)
|
fixed
income funds;
|
|
(e)
|
balanced
funds;
|
|
(f)
|
any
pooled investment fund established by a bank;
|
|
(g)
|
any
insurance company’s general account;
|
|
(h)
|
any
special account established and maintained by any insurance company;
and
|
|
(i)
|
guaranteed
investment contracts, including pooled funds of guaranteed investment
contracts.
|
|
(a)
|
would
not be in accordance with the Plan documents;
|
|
(b)
|
would
cause the indicia of ownership of Plan or Trust assets to be maintained
outside the jurisdiction of the United States District Courts;
|
|
(c)
|
would
jeopardize the Plan’s or the Trust’s tax-qualified status;
|
|
(d)
|
could
result in a loss in excess of the balance of the Participant’s, former
Participant’s, or Beneficiary’s Accounts;
|
|
(e)
|
would
cause this Plan or the Trust to engage in:
|
|
(i)
|
a
sale or exchange with a Participating Employer (except as with respect
to
certain qualifying employer securities as defined in Section 407(d)(5)
of
ERISA which meet the requirements of Section 408(e) of ERISA and
29 CFR
§2550.404c-1(d)(2)(ii)(E)(4));
|
|
(ii)
|
a
lease between this Plan or the Trust and a Participating Employer
or a
loan to a Participating Employer;
|
|
(iii)
|
acquisition
or sale of real property of a Participating Employer; or
|
|
(iv)
|
acquisition
or sale of securities of a Participating Employer other than certain
qualifying employer securities as defined in Section 407(d)(5) of
ERISA
which meet the requirements of Section 408(e) of ERISA and 29 CFR
§2550.404c-1(d)(2)(ii)(E)(4);
|
|
(f)
|
would
result in a prohibited transaction within the meaning of Section
4975 of
the Code or Section 406 of ERISA; or
|
|
(g)
|
would
generate income taxable to this Plan or to the Trust.
|
|
(a)
|
except
as specifically provided in this Section 8.1, if such an account
or
subaccount had been credited with a Participant’s Elective Contributions
and earnings thereon under the Plan prior to the Restatement Date,
such
account shall be deemed to be a Salary Deferral Account;
|
|
(b)
|
if
such an account or subaccount was classified as a Matching Contribution
Account under the Plan prior to the Restatement Date, such account
shall
be deemed to be a Matching Contribution Account;
|
|
(c)
|
If
such account or subaccount was credited with employer discretionary
profit
sharing contributions and earnings thereon, under this Plan prior
to the
Restatement Date, such account shall be deemed to be a Profit Sharing
Account;
|
|
(d)
|
if
such an account or subaccount was classified as an Employer Contribution
Account under the Stock Bonus Plan prior to the Restatement Date,
such
account shall be deemed to be a Stock Bonus Account;
|
|
(e)
|
if
such account or subaccount is credited with Participating Employer
Contributions and earnings thereon on and after the Restatement Date,
such
account shall be deemed to be an Employer Contribution Account;
|
|
(f)
|
if
such an account or subaccount had been credited with a Participant’s
voluntary after-tax contributions and earnings thereon under the
Plan
prior to the Restatement Date, such account shall be deemed to be
an
After-Tax Account; and
|
|
(g)
|
if
such an account or subaccount had been credited with a Participant’s or
former Participant’s rollover contributions and earnings thereon under the
Plan or the Stock Bonus Plan prior to
|
|
the
Restatement Date, such account shall be deemed to be a Rollover Account.
|
|
(a)
|
the
minimum amount of any such withdrawal shall be the lesser of an amount
set
by the Administrator or the total of the Account balances which are
available for withdrawal pursuant to this Article;
|
|
(b)
|
the
withdrawing Participant shall make an application for withdrawal
or shall
follow such procedures as shall be specified by the Administrator
from
time to time;
|
|
(c)
|
any
withdrawal shall be made in a single lump sum payment of cash in
accordance with Article 15 hereof;
|
|
(d)
|
any
withdrawal shall be made in accordance with the provisions of Section
15.11 hereof;
|
|
(e)
|
no
amounts withdrawn pursuant to this Article may be recontributed to
this
Plan; and
|
|
(f)
|
any
withdrawal shall be subject to such other reasonable and uniform
rules and
regulations, consistently applied, as may be established from time
to time
by the Administrator.
|
|
(a)
|
the
need to prevent the eviction of the Participant from his principal
residence or foreclosure on the mortgage of the Participant’s principal
residence;
|
|
(b)
|
purchase
(excluding mortgage payments) of a principal residence for the
Participant;
|
|
(c)
|
medical
expenses described in Section 213(d) of the Code incurred by the
Participant, the Participant’s spouse, or any dependents of the
Participant (as defined in Section 152 of the Code);
|
|
(d)
|
payment
of unreimbursable tuition, related educational fees and room and
board for
up to the next twelve (12) months of post-secondary education for
the
Participant, his or her spouse, children or dependents; or
|
|
(e)
|
any
other circumstance specifically permitted under Code Section
401(k)(2)(B)(i)(IV).
|
|
10.3
|
Determination
of An
Amount Necessary to Satisfy an
Immediate
and Heavy
Financial Need
. A distribution will be deemed to be
necessary to satisfy an immediate and heavy financial need of a
Participant only if all of the following requirements are satisfied:
|
|
(a)
|
the
distribution is not in excess of the amount of the immediate and
heavy
financial need of the Participant, including any amounts necessary
to pay
any federal, state or local income taxes or penalties reasonably
anticipated to result from such distribution;
|
|
(b)
|
the
Participant has obtained all distributions, other than hardship
distributions, and all nontaxable (at the time of the loan) loans
currently available under this Plan and all other plans maintained
by the
Participating Employers and any Affiliates, unless such distribution
or
loan would have the effect of increasing the amount of the financial
need;
|
|
(c)
|
for
hardship distributions made prior to January 1, 2002, this Plan and
all
other plans maintained by the Participating Employers and any Affiliates
provide that the Participant may not make Salary Deferral Contributions
for the Participant’s taxable year immediately following the taxable year
of the Participant during which said hardship distribution occurs
in
excess of the applicable limit under Section 402(g) of the Code for
such
next taxable year of the Participant less the amount of such Participant’s
Salary Deferral Contributions for the taxable year of the Participant
during which said hardship distribution occurs; and
|
|
(d)
|
the
Participant is prohibited under the terms of this Plan and all other
plans
maintained by the Participating Employers and any Affiliates (or
other
legally enforceable agreement), from making Salary Deferral Contributions
and voluntary after-tax contributions, if applicable, to this Plan
and
such other plans for: (a) for Plan Years beginning before January
1, 2002,
a twelve (12) month period after his receipt of such hardship
distribution; and (b) for Plan Years beginning on or after January
1,
2002, a six (6) month period after his receipt of such hardship
distribution.
|
|
(a)
|
his
Salary Deferral Account balance;
and
|
|
(b)
|
the
sum of the aggregate amount of the contributions made to his Salary
Deferral Account, plus earnings thereon, if any, credited prior to
January 1, 1989.
|
|
(a)
|
equals
one-half (1/2) of all vested amounts held in such Borrower’s Accounts
under this Plan other than his Employer Contribution and Stock Bonus
Accounts; and
|
|
(b)
|
equals
Fifty Thousand Dollars ($50,000.00) reduced by the remainder, if
any, of:
|
|
(i)
|
the
highest outstanding balance of loans to such Borrower from this Plan
and
all other qualified retirement plans maintained by a Participating
Employer or any Affiliate during the twelve (12) month period preceding
the date on which the loan is to be made; minus
|
|
(ii)
|
the
outstanding balance of loans to such Borrower from the plans on the
day
the loan is to be made.
|
|
(a)
|
Loan
Program
Administration
. The loan program under the Plan shall be
administered by the Administrator in accordance with the provisions
of
this Article and such additional or other procedures as the Administrator
may from time to time adopt.
|
|
(b)
|
Loan
Application
Procedure
. A Borrower shall apply for a loan in such
manner (including in writing, orally, telephonically, or electronically)
as the Administrator may determine.
|
|
(c)
|
Basis
for Approval or
Denial of Loans
. Loans will be approved only if:
|
|
(i)
|
the
Borrower does not currently have an outstanding loan from the Plan;
|
|
(ii)
|
the
Administrator believes the Borrower intends and is able to repay
the loan
in accordance with its terms;
|
|
(iii)
|
the
amount of such loan shall not be in excess of the amount which is
credited
to the Borrower’s Accounts, other than his Employer Contribution Account
and his Stock Bonus Account, at the time of such loan and shall be
made
exclusively from such Accounts;
|
|
(iv)
|
the
amount of such loan shall not be less than One Thousand Dollars
($1,000.00);
|
|
(v)
|
it
is anticipated that repayment of the loan shall be made by payroll
deduction by the Participating Employer employing the Borrower or
any
other Affiliate employing him; and
|
|
(vi)
|
the
loan satisfies the requirements of Section 11.4 of the Plan.
|
|
(a)
|
Interest
. Interest
shall be charged at a reasonable rate, comparable to the rate charged
by a
commercial lender for a similar loan. Unless otherwise
determined by the Administrator, the interest rate shall be equal
to one
percentage point above the prime rate as it appears in The Wall Street
Journal in effect on the last business
|
|
day
of the calendar quarter prior to the calendar quarter in which the
loan is
made.
|
|
(b)
|
Loan
Term and
Repayment Schedule
. The term of any loan shall be
arrived at by mutual agreement between the Borrower and the Administrator
but shall not be less than one (1) year and shall not exceed five
(5)
years; provided, however, that if the proceeds of such loan are to
be used
to acquire any dwelling which within a reasonable time is to be used
as
the Borrower’s principal residence, such loan may be for a term of up to
fifteen (15) years. Subject to the conditions set forth in the
immediately preceding sentence, the terms of the loan shall extend
for any
number of whole months as so agreed by the Borrower and the
Administrator. All loans shall provide for the substantially
level amortization of the loan, with payments no less frequently
than
quarterly, over the term of the loan; provided, however, that the
loan
shall permit (unless the Administrator otherwise determines) a grace
period for up to one (1) year from such repayments while a Borrower
is on
a leave of absence without pay, provided that such grace period shall
not
extend the due date of the loan beyond the maximum time period set
forth
above.
|
|
(c)
|
Segregation
of
Accounts
. A Borrower’s Accounts, to the extent of such
borrowing, shall be deemed segregated for investment
purposes. Both the note representing such loan and the Accounts
of the Borrower, to the extent of such borrowing, shall not be taken
into
account in the valuation of the Plan pursuant to Article 8 hereof.
|
|
(d)
|
Repayment
Procedures
. Except for early repayments of the
outstanding balance, (i) repayment of any loan made to an Active
Employee
shall be by payroll deduction, (ii) repayment of any loan made to
an
Active Employee who has a Termination of Employment and is eligible
for
severance payments shall be by payroll deduction from said severance
payments, and (iii) repayment of any loan made to a person who is
no
longer an Active Employee and is not eligible for severance payments
shall
be made as determined by the Administrator and communicated to such
Borrower. Repayments of any loan shall be credited to the
|
|
Accounts
of the Borrower prorata. Loan repayments shall be directed back into
the
active Investment Fund based upon the Participant’s future contribution
election percentages.
|
|
(e)
|
Documentation
and
Collateral
. Each Borrower shall indicate his acceptance
of the terms of the loan in such manner as the Administrator shall
determine. Without limiting the foregoing sentence, executing
on, endorsing, or depositing the check representing the loan proceeds
shall automatically constitute acceptance of the terms of the loan
and
evidence the Borrower’s obligation to repay the loan in accordance with
its terms. Each loan shall bear interest payable to the order
of the Trustee and shall be supported by adequate
collateral. Such collateral shall consist of an amount not to
exceed fifty percent (50%) of the Borrower’s entire right, title, and
interest in and to the Trust Fund, and any earnings attributable
to such
amounts. The Administrator may require such other and further
documentation as it deems appropriate. Unless the Administrator
otherwise determines, spousal consent to a loan or granting of collateral
shall not be required unless the Borrower has previously elected
to
receive distribution of his benefits in the form of an annuity.
|
|
(f)
|
Default
. A
Borrower shall be in default (i) if he fails to make any payment
of
principal or interest sufficient to meet the substantially level
quarterly
amortization requirement in paragraph (b) above, (ii) if he fails
to make
a required payment after a permitted one (1) year grace period as
provided
for in paragraph (b) above, or (iii) if his collateral becomes inadequate
to secure the loan and he does not provide substitute collateral
satisfactory to the Administrator within ten (10) days after a request
therefor by the Administrator or if he fails to repay in full the
entire
outstanding balance of the principal and interest accrued on such
loan
within sixty (60) days after his Termination of Employment, unless
he
remains a Party in Interest or receives severance payments from a
Participating Employer after such Termination of Employment. If
a terminated Participant receives severance payments from a Participating
Employer following his Termination of Employment, he shall be in
default
if he fails to repay in full the entire outstanding balance of the
principal and interest accrued on such loan by the earlier of the
date on
which the Borrower receives a distribution of his Accounts from the
Plan
or sixty (60) days after his severance payments from the Participating
Employer cease. In the event of default by a Borrower, his loan
shall be accelerated, and:
|
|
(i)
|
if
his collateral security in this Plan is adequate to cover all or
part of
the outstanding principal and interest, and if distribution of such
amount
would not, in the opinion of the
|
|
Administrator,
put at risk the tax qualified status of the Plan or the Salary Deferral
Contribution portion thereof, the Trustee shall take such steps as
it
deems appropriate to offset the loan balance against his Vested Interest
or otherwise execute upon such Plan collateral; and
|
|
(ii)
|
if
his collateral security described in paragraph (f)(1) is not adequate
to
cover all of the outstanding principal and interest, or if execution
upon
such collateral would, in the opinion of the Administrator, put at
risk
the tax qualified status of the Plan or the Salary Deferral Contribution
portion thereof, the Trustee shall commence appropriate collection
actions
against the Borrower to recover the amounts owed.
|
|
(g)
|
Loan
Origination and
Maintenance Fee
. The Administrator may charge to the
Account of each Borrower a loan origination fee. The
Administrator may adjust such charge from time to time to reflect
the
actual cost incurred in processing loans, and such fees shall be
assessed
to the Accounts of all Borrowers in a nondiscriminatory
manner. Annual maintenance fees shall also be charged to the
Account of each Borrower. All loan fees shall be used by the
Administrator to pay administrative expenses of the Plan incurred
in
connection with such loans.
|
|
(a)
|
he
receives a distribution of his entire Vested Interest;
|
|
(b)
|
he
has a five (5) year Period of Severance;
|
|
(c)
|
he
dies; or
|
|
(d)
|
he
is rehired by a Participating Employer or an Affiliate.
|
|
(i)
|
his
Account balances; over
|
|
(ii)
|
his
Vested Interest;
|
|
(a)
|
to
pay any expense incurred in connection with the administration of
the
Plan; or
|
|
(b)
|
to
reduce future Participating Employer contributions under Sections
6.1 and
6.2 hereof.
|
|
(a)
|
his
spouse at the time of his death;
|
|
(b)
|
his
issue, per stirpes;
|
|
(c)
|
his
parents; and
|
|
(d)
|
the
executor or administrator of his estate.
|
|
(a)
|
the
Participant’s surviving spouse has signed a document, witnessed by a
notary public, consenting to such designation and acknowledging the
effect
of any such designation; or
|
|
(b)
|
it
is established to the satisfaction of the Administrator that the
signature
of such spouse cannot be obtained because such spouse cannot be located
or
because of such other circumstances as the Secretary of the Treasury
may
prescribe by lawful regulations; or
|
|
(c)
|
it
is established to the satisfaction of the Administrator that the
Participant has no surviving spouse.
|
|
(i)
|
an
immediate Joint and Survivor Annuity contract issued on the joint
lives of
such Participant and his Beneficiary with the provision that after
the
Participant’s death fifty percent (50%) (or at the Participant’s election
one hundred percent (100%)) of his monthly annuity payments shall
continue
during the life of and be paid to such Beneficiary; or
|
|
(ii)
|
an
immediate Life Annuity contract issued on the life of such Participant
or
Beneficiary.
|
|
(a)
|
in
the case of a living Participant:
|
|
(i)
|
distribution
must commence on or before the April 1 following the end of the
calendar year in which:
|
|
(A)
|
he
attains age seventy and one-half (70-1/2) or retires, whichever is
later,
if the Participant is not a five percent (5%) owner with respect
to the
Plan Year ending in such calendar year; or
|
|
(B)
|
he
attains age seventy and one-half (70-1/2) if the Participant is a
five
percent (5%) owner with respect to the Plan Year ending in such calendar
year;
|
|
(ii)
|
annuity
payments shall not be made beyond the life of the Participant or
the joint
lives of the Participant and his spouse or Beneficiary;
|
|
(iii)
|
installment
distributions shall not be payable over a period of years in excess
of his
life expectancy or the joint life expectancies of himself and his
spouse
or Beneficiary; and
|
|
(b)
|
in
the case of a deceased Participant, distributions after his death
shall be
payable either:
|
|
(i)
|
within
five (5) years of the date of his death; or
|
|
(ii)
|
if
distribution commences to his Beneficiary, either:
|
|
(A)
|
within
one (1) year of the date of his death or on a later date permitted
under
any lawful regulations issued by the Secretary of the Treasury; or
|
|
(B)
|
if
his spouse is his Beneficiary, by the date such Participant would
have
attained age seventy and one-half (70-1/2);
|
|
(iii)
|
if
the Participant’s distribution had commenced prior to his death under a
form of payment meeting the requirements of subparagraph (a)(ii)
or
(a)(iii) above, such distribution must be completed by the remainder
of
the period specified in said subparagraph (a)(ii) or (a)(iii); or
|
|
(iv)
|
if
the Participant’s distribution had not commenced prior to his death under
a form of payment meeting the requirements of subparagraph (a)(ii)
or
(a)(iii) above and the Participant’s spouse is entitled to a distribution
hereunder but dies prior to the commencement of such distribution,
then
the limitations of this Section 15.7(b) shall be applied as if the
spouse
were the Participant; and
|
|
(c)
|
in
the event payments are made to a Participant’s child, for purposes of this
Section such payments shall be deemed to be paid to the Participant’s
spouse if such payments will become payable to such spouse upon such
child
reaching majority or any other event permitted under any lawful
regulations issued by the Secretary of the Treasury.
|
|
(a)
|
“Eligible
Rollover Distribution” shall mean any distribution of all or any portion
of the balance to the credit of the Distributee, except that an Eligible
Rollover Distribution does not include:
|
|
(i)
|
any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life
expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee’s designated
Beneficiary, or for a specified period of ten (10) years or more;
|
|
(ii)
|
any
distribution to the extent such distribution is required under Section
15.7 hereof which reflects the requirements under Section 401(a)(9)
of the
Code;
|
|
(iii)
|
the
portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net
|
|
unrealized
appreciation with respect to employer securities), except that for
distributions made on or after January 1, 2002, after tax contributions
are included in a Participant’s Eligible Rollover Distribution; and
|
|
(iv)
|
effective
for distributions occurring on or after January 1, 2002, any hardship
distribution made in accordance with Article 10.
|
|
(b)
|
“Eligible
Retirement Plan” shall mean:
|
|
(i)
|
an
individual retirement account described in Section 408(a) of the
Code;
|
|
(ii)
|
an
individual retirement annuity described in Section 408(b) of the
Code;
|
|
(iii)
|
an
annuity plan described in Section 403(a) of the Code;
|
|
(iv)
|
a
qualified trust described in Section 401(a) of the Code; or
|
|
(v)
|
effective
for distributions made on or after January 1, 2002, an eligible deferred
compensation plan described in Section 457(b) of the Code which is
maintained by an eligible employer described in Section 457(e)(1)(A)
of
the Code; or
|
|
(vi)
|
effective
for distributions made on or after January 1, 2002, an annuity contract
described in Section 403(b) of the Code,
|
|
(c)
|
“Distributee”
shall mean:
|
|
(i)
|
an
Employee or former Employee; and
|
|
(ii)
|
an
Employee’s or a former Employee’s surviving spouse and an Employee’s or
former Employee’s spouse or former spouse who is the Alternate Payee under
a Qualified Domestic Relations Order, as defined in Section 2.43
hereof,
without regard to the interest of the spouse or former spouse.
|
|
(d)
|
“Direct
Rollover” shall mean a payment by this Plan to the Eligible Retirement
Plan specified by the Distributee.
|
|
(a)
|
out
of the Trust Fund;
|
|
(b)
|
out
of individual Participants’ Accounts, if such fees directly relate to such
Participants Account activities;
|
|
(c)
|
out
of the annual contributions of the Participating Employers, if any;
or
|
|
(d)
|
directly
by the Participating Employers.
|
|
(a)
|
it
is determined that such Domestic Relations Order is not a Qualified
Domestic Relations Order; or
|
|
(b)
|
the
issue with respect to whether such Domestic Relations Order is a
Qualified
Domestic Relations Order is not resolved within eighteen (18) months
after
this Plan is served with such Domestic Relations Order;
|
|
(a)
|
Salary
Deferral Contributions shall be subject to the individual dollar
limit
described in Section 19.2 hereof;
|
|
(b)
|
Salary
Deferral Contributions shall be subject to the Deferral Percentage
limit
set forth in Section 19.3 hereof;
|
|
(c)
|
Matching
contributions and after-tax contributions shall be subject to the
Contribution Percentage limit set forth in Section 19.4 hereof;
|
|
(d)
|
For
Plan Years beginning before January 1, 2002, the contributions described
in subparagraphs (b) and (c) above shall be subject to the limit
on
“multiple use” set forth in Section 19.5 hereof;
|
|
(e)
|
All
contributions made pursuant to Articles 5 and 6 hereof shall, in
the
aggregate, be subject to the deductibility limit set forth in Section
19.6
hereof; and
|
|
(f)
|
The
allocation of all of the foregoing contributions, in the aggregate,
shall
be subject to the limitation on annual additions set forth in Article
20
hereof.
|
|
(i)
|
For
purposes of determining a Participant’s Deferral or Contribution
Percentage pursuant to Section 19.8(b) or 19.8(c) hereof, all Salary
Deferral Contributions that are made under two (2) or more plans
(or
after-tax and matching contributions, as appropriate) that are aggregated
for purposes of Sections 401(a)(4) or 410(b) of the Code (other than
Section 410(b)(2)(A)(ii) of the Code) shall be treated as made under
a
single plan.
|
|
(ii)
|
If
two (2) or more plans are permissively aggregated for purposes of
Section
401(k) or 401(m) of the Code, the
|
|
aggregated
plans shall also satisfy Sections 401(a)(4) and 410(b) of the Code
as
though they were a single plan.
|
|
(iii)
|
The
Deferral or Contribution Percentage of any Highly Compensated Employee
shall be determined by treating all plans maintained by the Company
and
any Affiliates that are subject to Section 401(k) or 401(m) of the
Code
(other than those that may not be permissively aggregated) as a single
plan.
|
(A)
|
(B)
|
|
Average
Deferral
|
Limit
on Average Deferral
|
|
Percentage
for Employees
|
Percentage
for Employees
|
|
Eligible
to Participate
|
Eligible
to Participate
|
|
who
are not Highly
|
who
are Highly
|
|
Compensated
|
Compensated
|
|
Less
than 2%
|
2
times Column (A)
|
|
2%
or more but less than 8%
|
Column
(A) plus 2%
|
|
8%
or more
|
1.25
times Column (A)
|
|
(a)
|
forfeited
and disposed of if such matching contributions are not vested; and
|
|
(b)
|
distributed
to the Participant if such matching contributions are vested.
|
|
(a)
|
“Aggregate
Limit” shall mean the greater of (i) or (ii), where:
|
|
(i)
|
equals
the sum of:
|
|
(A)
|
one
and twenty-five hundredths (1.25) times the greater of the Deferral
Percentage or the Contribution Percentage for the Non-Highly Compensated
Employees; and
|
|
(B)
|
two
(2) percentage points plus the lesser of the Deferral Percentage
or the
Contribution Percentage for the Non-Highly Compensated Employees;
and
|
|
(ii)
|
equals
the sum of:
|
|
(A)
|
one
and twenty-five hundredths (1.25) times the lesser of the Deferral
Percentage or the Contribution Percentage for the Non-Highly Compensated
Employees; and
|
|
(B)
|
two
(2) percentage points plus the greater of the Deferral Percentage
or the
Contribution Percentage for the Non-Highly Compensated Employees.
|
|
(b)
|
“Contribution
Percentage” shall mean for a Participant for any Plan Year a fraction:
|
|
(i)
|
the
numerator of which shall equal matching contributions made on his
behalf;
and
|
|
(ii)
|
the
denominator of which shall equal his Testing Compensation for such
Plan
Year;
|
|
(c)
|
“Deferral
Percentage” shall mean for a Participant for any Plan Year a fraction:
|
|
(i)
|
the
numerator of which shall equal the total of the Salary Deferral
Contributions made on his behalf for such Plan Year; and
|
|
(ii)
|
the
denominator of which shall equal his Testing Compensation for such
Plan
Year;
|
|
(d)
|
“Top
Paid Group” shall mean a group consisting of the top paid twenty percent
(20%) of the Employees of a Participating Employer and all Affiliates
ranked on the basis of Testing Compensation from a Participating
Employer
and all Affiliates paid during the Plan Year. In determining
the members of the Top Paid Group, the following Employees shall
be
excluded:
|
|
(i)
|
Employees
who have not completed six (6) months service;
|
|
(ii)
|
Employees
who normally work less than seventeen and one-half (17-1/2) hours
per
week;
|
|
(iii)
|
Employees
who normally work during not more than six (6) months during any
year;
|
|
(iv)
|
Employees
who have not attained age twenty-one (21);
|
|
(v)
|
except
to the extent provided in regulations, Employees who are included
in a
unit of Employees covered by an agreement which the Secretary of
Labor
finds to be a collective bargaining agreement between Employee
representatives and a Participating Employer or any Affiliate; and
|
|
(vi)
|
Employees
who are nonresident aliens and who receive no earned income (within
the
meaning of Section 911(d)(2) of the Code) from a Participating
Employer or any Affiliate which constitutes income from sources within
the
United States (within the meaning of Section 861(a)(3) of the Code).
|
|
(a)
|
first,
annual additions which consist of quarterly employer contributions
shall
be reduced;
|
|
(b)
|
second,
annual additions which consist of matching contributions shall be
reduced;
and
|
|
(c)
|
third,
annual additions which consist of Salary Deferral Contributions shall
be
reduced.
|
|
(a)
|
any
Covered Employee shall have been a Participant under another qualified
retirement plan which met the requirements of Section 401(a) of the
Code;
and
|
|
(b)
|
the
custodian or trustee of the assets held pursuant to said plan on
behalf of
said Covered Employee shall agree to transfer an amount of cash equal
to
the value of said assets to the Trustee hereunder; and
|
|
(c)
|
the
cash to be so transferred shall not be made available to said Covered
Employee in the course of the transfer; and
|
|
(d)
|
the
Administrator consents to the transfer;
|
|
(b)
|
said
former Covered Employee shall have Account balances hereunder which
have
not have been distributed to him and which are distributable to him;
|
|
(c)
|
said
former Covered Employee shall apply to the Administrator hereunder
for
transfer to such other plan of assets held pursuant to this Plan
representing his Vested Account Balances;
|
|
(d)
|
the
assets to be transferred shall not be made available to said former
Covered Employee in the course of the transfer except to the extent
permitted by Section 402(a)(5) of the Code; and
|
|
(e)
|
the
Administrator shall consent to such transfer;
|
|
(a)
|
fifteen
(15) months after the date on which the distribution of such Shares
is
made by this Plan; and
|
|
(b)
|
sixty
(60) days after the holder of such Shares is notified of the Fair
Market
Value of such Shares computed as of the first day of the first Plan
Year
commencing more than sixty (60) days after the date of distribution
of
such Shares.
|
|
(a)
|
receipt
by the Company of appropriate share certificates duly endorsed by
the
person exercising the put option; and
|
|
(b)
|
receipt
of appropriate assurances that the Shares tendered for purchase pursuant
to the put option are free and clear of any liens, encumbrances or
adverse
claims or that such liens, encumbrances or adverse claims will be
paid and
satisfied forthwith as a part of such purchase transaction.
|
|
(a)
|
“Determination
Date” shall mean for the first Plan Year, its last day, and shall mean,
for any other Plan Year, the last day of the preceding Plan Year;
|
|
(b)
|
“Key
Employee” shall mean a “key employee” as described in Section 416(i) of
the Code which is hereby incorporated by reference and who is described
for informational purposes herein as:
|
|
(i)
|
for
Plan Years beginning prior to January 1, 2002, any Employee, former
Employee or Beneficiary who at any time during the Plan Year or the
four
(4) preceding Plan Years is:
|
|
(A)
|
an
officer of a Participating Employer or an Affiliate having Testing
Compensation for the Plan Year of determination greater than fifty
percent
(50%) of the amount specified in Section 415(b)(1)(A) of the Code
(plus
any increase for cost-of-living after 1997 as determined from time
to time
pursuant to regulations issued by the Secretary of the Treasury or
his
delegate pursuant to Section 415(d) of the Code);
|
|
(B)
|
a
one-half of one percent (.5%) actual or constructive owner of a
Participating Employer or any Affiliate who owns one of the ten (10)
largest interests in the Participating Employer or any Affiliate
and who
is an Employee of the Participating Employer or an Affiliate having
Testing Compensation greater than Thirty Thousand Dollars ($30,000.00)
or,
if greater, the amount specified in Section 415(c)(1)(A) of the Code
(plus
any increase for cost-of-living after 1997 as determined from time
to time
pursuant to regulations issued by the Secretary of the Treasury or
his
delegate pursuant to Section 415(d) of the Code);
|
|
(C)
|
a
five percent (5%) actual or constructive owner of a Participating
Employer
or any Affiliate; or
|
|
(D)
|
a
one percent (1%) actual or constructive owner of a Participating
Employer
or any Affiliate having Testing Compensation from a Participating
Employer
and all Affiliates for the Plan Year of determination greater than
One
Hundred Fifty Thousand Dollars ($150,000.00) (plus any increase for
cost-of-living after 1997 as determined from time to time pursuant
to
regulations issued by the Secretary of the Treasury or his delegate);
|
|
(ii)
|
for
Plan Years beginning on or after January 1, 2002, any Employee, former
Employee or Beneficiary who at any time during the Plan Year is:
|
|
(A)
|
an
officer of a Participating Employer or an Affiliate having Testing
Compensation for the Plan Year of determination greater than $130,000.00
(plus any increase for cost-of-living after 2002 as determined from
time
to time pursuant to regulations issued by the Secretary of the Treasury
or
his delegate) pursuant to Section 415(d) of the Code);
|
|
(B)
|
a
five percent (5%) actual or constructive owner of a Participating
Employer
or any Affiliate; or
|
|
(C)
|
a
one percent (1%) actual or constructive owner of a Participating
Employer
or any Affiliate having Testing Compensation from a Participating
Employer
and all Affiliates for the Plan Year of determination greater than
One
Hundred Fifty Thousand Dollars ($150,000.00);
|
|
(c)
|
“Non-Key
Employee” shall mean any Employee, former Employee or Beneficiary who is
not a Key Employee including any Employee or Beneficiary who was
formerly
a Key Employee;
|
|
(d)
|
“Permissive
Aggregation Group” shall mean the Required Aggregation Group plus one (1)
or more other plans to which a Participating Employer or any Affiliate
makes contributions which, when considered as a group with the Required
Aggregation Group, would continue to comply with Sections 401(a)(4)
and
410 of the Code;
|
|
(e)
|
“Required
Aggregation Group” shall mean each defined benefit plan and each defined
contribution plan of a Participating Employer or any Affiliate in
which a
Key Employee is a Participant in the Plan Year containing the
Determination Date or in any of the four (4) preceding Plan Years
and each
other defined benefit plan and each other defined contribution plan
which,
during said Plan Years, enables such plans to meet the requirements
of
Section 401(a)(4) or 410 of the Code, including for this purpose
each
defined benefit plan and each defined contribution plan of a Participating
Employer or any Affiliate which was terminated during any of said
Plan
Years;
|
|
(f)
|
“Top-Heavy
Group” shall mean any Aggregation Group if the sum, as of the
Determination Date, of:
|
|
(i)
|
the
aggregate value of the Account balances of Key Employees under all
defined
contribution plans included in such group; and
|
|
(ii)
|
the
present value of the cumulative accrued benefits for Key Employees
under
all defined benefit plans included in such group;
|
|
(g)
|
“Valuation
Date” shall mean:
|
|
(i)
|
in
the case of a defined contribution plan, a date as of which Account
balances are valued; and
|
|
(ii)
|
in
the case of a defined benefit plan, a date as of which liabilities
and
assets are valued for computing plan costs for purposes of determining
the
plan’s minimum funding requirements under Section 412 of the Code.
|
|
(a)
|
he
is not covered by a collective bargaining agreement;
|
|
(b)
|
he
is a Participant on the last day of such Plan Year or was a Participant
whose employment terminated on or as of said date, irrespective of
whether
he has completed one thousand (1,000) Hours for a Participating Employer
or an Affiliate during such Plan Year; and
|
|
(c)
|
he
is not a Participant in a defined benefit pension plan that provides
him
with a minimum accrued benefit (regardless of whether such accrued
benefit
is offset by benefits under this Plan) which satisfies the requirements
of
Section 416(c)(1) of the Code.
|
|
(i)
|
three
percent (3%) of the Non-Key Employee’s Testing Compensation during the
Plan Year; or
|
|
(ii)
|
the
largest percentage of Testing Compensation provided to any Key Employee
by
the contributions of a Participating Employer or any Affiliate for
such
Plan Year.
|
|
(a)
|
any
contributions made by a Participating Employer by a mistake of fact,
provided such contributions are returned to the Participating Employer
within one (1) year after the date such contributions were made;
|
|
(b)
|
any
contributions made for Plan Years during which this Plan did not
initially
qualify under Section 401(a) of the Code, provided such contributions
are
returned to the Participating Employers within one (1) year after
the date
of denial of qualification, but only if an application for determination
was made with the Internal Revenue Service by the time prescribed
by law
for filing the original sponsor’s tax return for the Taxable Year in which
this Plan was adopted, or on such later date as the Secretary of
the
Treasury may prescribe; and
|
|
(c)
|
any
contributions, to the extent that their deduction is disallowed under
Section 404 of the Code, provided that such disallowed contributions
are
returned to the Participating Employers within one (1) year after
the
disallowance of the deduction.
|
|
(a)
|
such
change shall be applicable to such Participant or person to the extent
such change relates to administrative procedures or the powers of
the
Company or Administrator, or if the Code, ERISA or other relevant
law
requires such change to apply to such Participants and persons; and
|
|
(b)
|
such
change shall be not be applicable to such Participant or person
if the
change relates to any other items, including but not limited to
an
increase in the benefit which would be payable to such person,
the vesting
of such benefit, or the distribution rights or options related
thereto.
|
|
“(b)
|
Loan
Application
Procedure.
A Borrower shall apply for a loan in such
manner (including in writing, orally, telephonically, or electronically)
as the Administrator may determine. In the event that a
Borrower repays a loan from the Plan in full, such Borrower may not
apply
for a new loan from the Plan earlier than fourteen (14) days following
the
date on which the last payment was received on the prior outstanding
loan.”
|
|
“(i)
|
a
nonintegrated employer contribution formula of at least ten percent
(10%)
of a Leased Person’s Compensation, as defined in Section 2.15 hereof,
together with amounts contributed on his behalf pursuant to a salary
reduction agreement which are excludable from the Leased Person’s gross
income pursuant to Code Section 125 (including, if applicable, any
amounts not available to a Participant in cash in lieu of group heath
coverage because the Participant is unable to certify that he or
she has
other health coverage), 132(f)(4), 402(e)(3), 402(h) or 403(b);”
|
|
“(b)
|
when
used to determine the identity of Highly Compensated Employees, Testing
Compensation shall mean Compensation adjusted to include and exclude
certain items of remuneration as required by Section 414(q) of the
Code,
including adding salary reduction amounts which are excluded from
the
taxable income of the Participant under Sections 125 (including,
if
applicable, any amounts not available to a Participant in cash in
lieu of
group heath coverage because the Participant is unable to certify
that he
or she has other health coverage), 132(f)(4), 402(e)(3), 402(h) and
403(b)
of the Code and adjusted to exclude remuneration from a Related Employer
which is not a Participating Employer or Affiliate; and”
|
|
(a)
|
Effective
Date
. The provisions of this Article will apply for
purposes of determining required minimum distributions for calendar
years
beginning with the 2003 calendar year.
|
|
(b)
|
Precedence
. The
requirements of this Article will take precedence over any inconsistent
provisions of the Plan except that no provision of this Article shall
be
deemed to require a distribution under the Plan in a form other than
a
lump sum.
|
|
(c)
|
Requirements
of
Treasury Regulations Incorporated
. All distributions
required under this Article will be determined and made in accordance
with
the Treasury regulations under Section 401(a)(9) of the Code.
|
|
(a)
|
Required
Beginning
Date
. The Participant’s entire interest will be
distributed, or begin to be distributed, to the Participant no later
than
the Participant’s required beginning date.
|
|
(b)
|
Death
of Participant
Before Distributions Begin
. If the Participant dies
before distributions begin, the Participant’s entire interest will be
distributed, or begin to be distributed, no later than as follows:
|
|
(i)
|
If
the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary, then, except as provided in the adoption agreement,
distributions to the surviving spouse will begin by December 31 of
the calendar year immediately following the calendar year in which
the
Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 1/2, if later.
|
|
(ii)
|
If
the Participant’s surviving spouse is not the Participant’s sole
designated Beneficiary, then, except as otherwise provided in the
Plan,
distributions to the designated Beneficiary will begin by December 31
of the calendar year immediately following the calendar year in which
the
Participant died.
|
|
(iii)
|
If
there is no designated Beneficiary as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire
interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.
|
|
(iv)
|
If
the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary and the surviving spouse dies after the Participant but
before
distributions to the surviving spouse begin, this Section 15A.2(b),
other
than Section 15A.2(b)(1), will apply as if the surviving spouse were
the
Participant.
|
|
(c)
|
Forms
of
Distribution
. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance
company
or in a single sum on or before the required beginning date, as of
the
first distribution calendar year distributions will be made in accordance
with Sections 15A.3 and 15A.4 of this Article. If the
Participant’s interest is distributed in the form of an annuity purchased
from an insurance company, distributions thereunder
|
|
will
be made in accordance with the requirements of Section 401(a)(9) of
the Code and the Treasury regulations.
|
|
(a)
|
Amount
of Required Minimum Distribution For Each Distribution Calendar Year.
During the Participant’s lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:
|
|
(i)
|
the
quotient obtained by dividing the Participant’s Account balance by the
distribution period in the Uniform Lifetime Table set forth in
Section 1.401(a)(9)-9 of the Treasury regulations, using the
Participant’s age as of the Participant’s birthday in the distribution
calendar year; or
|
|
(ii)
|
if
the Participant’s sole designated Beneficiary for the distribution
calendar year is the Participant’s spouse, the quotient obtained by
dividing the Participant’s Account balance by the number in the Joint and
Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
Treasury regulations, using the Participant’s and spouse’s attained ages
as of the Participant’s and spouse’s birthdays in the distribution
calendar year.
|
|
(b)
|
Lifetime
Required
Minimum Distributions Continue Through Year of Participant’s
Death
. Required minimum distributions will be determined
under this Section 15A.3 beginning with the first distribution calendar
year and up to and including the distribution calendar year that
includes
the Participant’s date of death
|
|
(a)
|
Death
On or After Date Distributions Begin.
|
|
(i)
|
Participant
Survived
by Designated Beneficiary
. If the Participant dies on or
after the date distributions begin and there is a designated Beneficiary,
the minimum amount that will be distributed for each distribution
calendar
year after the year of the Participant’s death is the quotient obtained by
dividing the Participant’s Account balance by the longer of the remaining
life expectancy of the Participant or the remaining life expectancy
of the
Participant’s designated Beneficiary, determined as follows:
|
|
(A)
|
The
Participant’s remaining life expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each subsequent
year.
|
|
(B)
|
If
the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary, the remaining life expectancy of the surviving spouse
is
calculated for each distribution calendar year after the year of
the
Participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year. For distribution calendar years after
the year of the surviving spouse’s death, the remaining life expectancy of
the surviving spouse is calculated using the age of the surviving
spouse
as of the spouse’s birthday in the calendar year of the spouse’s death,
reduced by one for each subsequent calendar year.
|
|
(C)
|
If
the Participant’s surviving spouse is not the Participant’s sole
designated Beneficiary, the designated Beneficiary’s remaining life
expectancy is calculated using the age of the Beneficiary in the
year
following the year of the Participant’s death, reduced by one for each
subsequent year.
|
|
(ii)
|
No
Designated
Beneficiary
. If the Participant dies on or after the
date distributions begin and there is no designated Beneficiary as
of
September 30 of the year after the year of the Participant’s death,
the minimum amount that will be distributed for each distribution
calendar
year after the year of the Participant’s death is the quotient obtained by
dividing the Participant’s Account balance by the Participant’s remaining
life expectancy calculated using the age of the Participant in the
year of
death, reduced by one for each subsequent year.
|
|
(b)
|
Death
Before Date
Distributions Begin
.
|
|
(i)
|
Participant
Survived
by Designated Beneficiary
. Except as otherwise provided
in the Plan, if the Participant dies before the date distributions
begin
and there is a designated Beneficiary, the minimum amount that will
be
distributed for each distribution calendar year after the year of
the
Participant’s death is the quotient obtained by dividing the Participant’s
Account balance by the remaining life expectancy of the Participant’s
designated Beneficiary, determined as provided in Section 15A.4(a).
|
|
(ii)
|
No
Designated
Beneficiary
. If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of
September 30 of the year following the year of the Participant’s
death, distribution of the
|
|
Participant’s
entire interest will be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.
|
|
(iii)
|
Death
of Surviving
Spouse Before Distributions to Surviving Spouse Are Required to
Begin
. If the Participant dies before the date
distributions begin, the Participant’s surviving spouse is the
Participant’s sole designated Beneficiary, and the surviving spouse dies
before distributions are required to begin to the surviving spouse
under
Section 15A.2(b)(1), this Section 15A.4(b) will apply as if the surviving
spouse were the Participant.
|
|
(a)
|
Designated
Beneficiary
. The individual who is designated as the
Beneficiary under Section 2.10 of the Plan and is the designated
Beneficiary under Section 401(a)(9) of the Internal Revenue Code and
Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.
|
|
(b)
|
Distribution
Calendar
Year
. A calendar year for which a minimum distribution
is required. For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the
Participant’s required beginning date. For distributions
beginning after the Participant’s death, the first distribution calendar
year is the calendar year in which distributions are required to
begin
under Section 15A.2(b). The required minimum distribution
for the Participant’s first distribution calendar year will be made on or
before the Participant’s required beginning date. The required
minimum distribution for other distribution calendar years, including
the
required minimum distribution for the distribution calendar year
in which
the Participant’s required beginning date occurs, will be made on or
before December 31 of that distribution calendar year.
|
|
(c)
|
Life
Expectancy
. Life expectancy as computed by use of the
Single Life Table in Section 1.401(a)(9)-9 of the Treasury
regulations.
|
|
(d)
|
Participant’s
Account
Balance
. The Account balance as of the last valuation
date in the calendar year immediately preceding the distribution
calendar
year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the
Account
balance as of dates in the valuation calendar year after the valuation
date and decreased by distributions made in the valuation calendar
year
after the valuation date. The Account balance for the valuation
calendar
|
|
year
includes any amounts rolled over or transferred to the Plan either
in the
valuation calendar year or in the distribution calendar year if
distributed or transferred in the valuation calendar year.
|
|
(e)
|
Required
Beginning
Date
. The date specified in Section 15.7 of the Plan.”
|
|
(a)
|
the
specific reason for the denial;
|
|
(b)
|
a
specific reference to pertinent provisions of the Plan or related
documents upon which the denial is based;
|
|
(c)
|
a
description of any additional material or information deemed necessary
by
the Administrator for such claimant to perfect his claim, and an
explanation of why such material or information is necessary; and
|
|
(d)
|
an
explanation of the claim review procedure under the Plan, including
applicable time limits and the claimant’s right to bring a civil action
under Section 502(a) of ERISA following an adverse benefit determination
on appeal.
|
|
(a)
|
set
forth the specific reason or reasons for any adverse determination;
|
|
(b)
|
contain
specific references to the provisions of the Plan and/or related
documents
on which the benefit determination was based; and
|
|
(c)
|
contain
a statement that the claimant is entitled to receive, upon request
and
free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the claimant’s claim for
benefits. Whether a document, record or other information is
relevant to a claim for benefits shall be determined pursuant to
Section
503 of ERISA.
|
|
(a)
|
out
of the Trust Fund;
|
|
(b)
|
out
of individual Participants’ Accounts, if such fees directly relate to such
Participants Account activities;
|
|
(c)
|
out
of the annual contributions of the Participating Employers, if any;
or
|
|
(d)
|
directly
by the Participating Employers.
|
PARTICIPATING
EMPLOYER
|
ADOPTION
DATE
|
Invacare
Corporation
|
1-Jan-88
|
Professional
Medical Imports,
Inc.
|
30-Jun-99
|
Champion
Manufacturing
Inc.
|
1-Jan-06
|
Medbloc
Inc.
|
1-Jan-06
|
Pinnacle
Medsources
Inc.
|
January
1,
2006”
|
|
(a)
|
his
right to defer the imposition of federal income tax on such contributions
until a subsequent distribution of such amount under this Plan; and
|
|
(b)
|
the
Participating Employer’s right to deduct such amounts for federal income
tax purposes after taking into account any contributions made by
the
Participating Employer under any profit sharing, pension and stock
bonus
plans maintained by the Company or the Participating Employer which
meet
the requirements of Section 401(a) of the Code.
|
|
(b)
|
is
on a Leave of Absence under the Family and Medical Leave Act of 1993
on
such Allocation Date; or
|
|
(c)
|
is
not employed on such Allocation Date due to a retirement, Total and
Permanent Disability or death which occurred during the calendar
year
quarter for which such contribution is made,
|
|
(a)
|
each
Participant employed by the Participating Employer who was an Active
Participant on the Allocation Date coinciding with the last day of
the
Plan Year; and
|
|
(b)
|
each
Participant employed by the Participating Employer who ceased to
be an
Active Participant on the Allocation Date coinciding with the last
day of
the Plan Year; and
|
|
(c)
|
each
Participant employed by the Participating Employer who retired after
having attained his Normal Retirement Date or died or became disabled,
during the Plan Year for which the allocation is made.
|
|
“(b)
|
Loan
Term and
Repayment Schedule
. The term of any loan shall be
arrived at by mutual agreement between the Borrower and the Administrator
but shall not be less than one (1) year and shall not exceed five
(5)
years; provided, however, that if the proceeds of such loan are to
be used
to acquire any dwelling which within a reasonable time is to be used
as
the Borrower’s principal residence, such loan may be for a term of up to
fifteen (15) years. Subject to the conditions set forth in the
immediately preceding sentence, the terms of the loan shall extend
for any
number of whole months as so agreed by the Borrower and the Administrator.
|
|
(i)
|
if
he fails to make any payment of principal or interest sufficient
to meet
the substantially level quarterly amortization requirement in paragraph
(b) above;
|
|
(ii)
|
if
he fails to make a required payment after a permitted one (1) year
grace
period as provided for in paragraph (b) above;
|
|
(iii)
|
if
he fails to repay in full the entire outstanding balance of the principal
and interest accrued on such loan within the term of the loan, as
it may
be extended as provided in paragraph (b) above; or
|
|
(iv)
|
if
he fails to repay in full the entire outstanding balance of the principal
and interest accrued on such loan after his Termination of Employment,
unless he remains a Party in Interest or receives salary continuation
payments from a Participating Employer after such Termination of
Employment. If a terminated Participant receives salary continuation
payments from a Participating Employer following his Termination
of
Employment, he shall be in default if he fails to repay in full the
entire
outstanding balance of the principal and interest accrued on such
loan by
the earlier of the date on which he receives a distribution of his
Accounts from the Plan or sixty (60) days after his salary continuation
payments from the Participating Employer cease.
|
|
In
the event of default by a Borrower, his loan shall be accelerated,
and:
|
|
(A)
|
if
his collateral security in this Plan is adequate to cover all or
part of
the outstanding principal and interest, and if distribution of such
amount
would not, in the opinion of the Administrator, put at risk the tax
qualified status of the Plan or the Salary Deferral Contribution
portion
thereof, the Trustee shall take such steps as it deems appropriate
to
offset the loan balance against his Vested Interest or otherwise
execute
upon such Plan collateral; and
|
|
(B)
|
if
his collateral security described in paragraph (f)(iv) is not adequate
to
cover all of the outstanding principal and interest, or if execution
upon
such collateral would, in the opinion of the Administrator, put at
risk
the tax qualified status of the Plan or the Salary Deferral Contribution
portion thereof, the Trustee shall commence appropriate collection
actions
against the Borrower to recover the amounts owed.
|
|
By:
|
/s/ Joseph Usaj | |
Joseph Usaj | |||
|
And:
|
/s/ Gregory C. Thompson | |
Gregory C. Thompson | |||
|
(a)
|
The
word “MedBloc” shall mean MedBloc Inc.
|
|
(b)
|
The
words “MedBloc Employee” shall mean an Employee who is employed by MedBloc
and is a Covered Employee as provided in Section 2.16 of the Plan.
|
|
(c)
|
The
words “Supplement I Participant” shall mean any individual who was
employed by MedBloc as of December 31, 2005 and who becomes a Participant.
|
|
(a)
|
The
word “Champion” shall mean Champion Manufacturing Inc.
|
|
(b)
|
The
words “Champion Employee” shall mean an Employee who is employed by
Champion and is a Covered Employee as provided in Section 2.16 of
the
Plan.
|
|
(c)
|
The
words “Supplement II Participant” shall mean any individual who was
employed by Champion as of December 31, 2005 and who becomes a
Participant.
|
|
By:
|
/s/ Joseph Usaj | |
Joseph Usaj | |||
|
And:
|
/s/ Gregory C. Thompson | |
Gregory C. Thompson | |||
PARTICIPATING
EMPLOYER
|
ADOPTION
DATE
|
|
Invacare
Corporation
|
January
1,
1988
|
|
Professional
Medical Imports,
Inc.
|
June
30,
1999
|
|
Champion
Manufacturing
Inc.
|
January
1,
2006
|
|
MedBloc
Inc.
|
January
1,
2006
|
|
Pinnacle
Medsources
Inc.
|
January
1,
2006
|
|
Freedom
Designs,
Inc.
|
January
1,
2006
|
|
Altimate
Medical,
Inc.
|
January
1,
2007"
|
|
By:
|
/s/ Joseph Usaj | |
Joseph Usaj | |||
|
And:
|
/s/ Gregory C. Thompson | |
Gregory C. Thompson | |||
|
(a)
|
The
word “MedBloc” shall mean MedBloc Inc.
|
|
(b)
|
The
words “MedBloc Employee” shall mean an Employee who is employed by MedBloc
and is a Covered Employee as provided in Section 2.16 of the Plan.
|
|
(c)
|
The
words “Supplement I Participant” shall mean any individual who was
employed by MedBloc as of December 31, 2005 and who becomes a Participant.
|
|
(a)
|
The
word “Champion” shall mean Champion Manufacturing Inc.
|
|
(b)
|
The
words “Champion Employee” shall mean an Employee who is employed by
Champion and is a Covered Employee as provided in Section 2.16 of
the
Plan.
|
|
(c)
|
The
words “Supplement II Participant” shall mean any individual who was
employed by Champion as of December 31, 2005 and who becomes a
Participant.
|
|
(a)
|
The
word “Freedom” shall mean Freedom Designs, Inc.
|
|
(b)
|
The
words “Freedom Employee” shall mean an Employee who is employed by Freedom
and becomes a Covered Employee as provided in Section 2.16 of the
Plan.
|
|
(c)
|
The
words “Freedom Plan” shall mean the Freedom Designs, Inc. 410 (k) Plan as
in effect on July 31, 2006.
|
|
(d)
|
The
words “Merger Date” shall mean August 1, 2006, the date the Freedom Plan
merged into the Plan.
|
|
(e)
|
The
words “Supplement III Participant” shall mean any individual who was a
participant in the Freedom Plan, was employed by Freedom as of July
31,
2006 and who becomes a Participant.
|
|
(a)
|
The
word “Altimate” shall mean Altimate Medical, Inc.
|
|
(b)
|
The
words “Altimate Employee” shall mean an Employee who is employed by
Altimate and is a Covered Employee as provided in Section 2.16 of
the
Plan.
|
|
(c)
|
The
words “Altimate Plan” shall mean the Altimate Medical, Inc. Profit Sharing
Plan as in effect on December 31, 2006.
|
|
(d)
|
The
words “Merger Date” shall mean January 1, 2007, the date the Altimate Plan
merged into the Plan.
|
|
(e)
|
The
words “Supplement IV Participant” shall mean any individual who was a
participant in the Altimate Plan, was employed by Altimate as of
December
31, 2006, and who becomes a Participant under the Plan.
|
|
“(d)
|
Repayment
Procedures
. Except for early repayments of the
outstanding balance, (i) repayment of any loan made to an Active
Employee
shall be by payroll deduction, (ii) repayment of any loan made to
an
Active Employee who prior to January 1, 2007 had a Termination of
Employment and was eligible for severance payments shall be by payroll
deduction from said severance payments, and (iii) repayment of any
other
loan amount otherwise due on account of a Termination of Employment
or
other event of default shall be made as determined by the Administrator
and communicated to such Borrower. Repayments of any loan shall
be credited to the Accounts of the Borrower pro rata. Loan
repayments shall be directed back into the active Investment Fund
based
upon the Participant’s future contribution election percentages.”
|
|
“(f)
|
Default
. A
Borrower shall be in default thirty (30) days after his last payment:
|
|
(i)
|
if
he fails to make any payment of principal or interest sufficient
to meet
the substantially level quarterly amortization requirement in paragraph
(b) above;
|
|
(ii)
|
if
he fails to make a required payment after a permitted one (1) year
grace
period as provided for in paragraph (b) above;
|
|
(iii)
|
if
he fails to repay in full the entire outstanding balance of the principal
and interest accrued on such loan within the term of the loan, as
it may
be extended as provided in paragraph (b) above; or
|
|
(iv)
|
if
he fails to repay in full the entire outstanding balance of the principal
and interest accrued on such loan after his Termination of Employment
(unless, prior to January 1, 2007 he had a Termination of Employment
and
was eligible for severance payments from a Participating Employer
after
such Termination of Employment, in which case he shall be in default
if he
fails to repay in full the entire outstanding balance of the principal
and
interest accrued on such loan by the earlier of the date on which
he
receives a distribution of his Accounts from the Plan or sixty (60)
days
after his salary continuation payments from the Participating Employer
cease).
|
|
In
the event of default by a Borrower, his loan shall be accelerated,
and:
|
|
(A)
|
if
his collateral security in this Plan is adequate to cover all or
part of
the outstanding principal and interest, and if distribution of such
amount
would not, in the opinion of the Administrator, put at risk the tax
qualified status of the Plan or the Salary Deferral Contribution
portion
thereof, the Trustee shall take such steps as it deems appropriate
to
offset the loan balance against his Vested Interest or otherwise
execute
upon such Plan collateral; and
|
|
(B)
|
if
his collateral security described in paragraph (f)(iv) is not adequate
to
cover all of the outstanding principal and interest, or if execution
upon
such collateral would, in the opinion of the Administrator, put at
risk
the tax qualified status of the Plan or the Salary Deferral Contribution
portion thereof, the Trustee shall commence appropriate collection
actions
against the Borrower to recover the amounts owed.
|
|
By:
|
/s/ Joseph Usaj | |
Joseph Usaj | |||
|
And:
|
/s/ Gerald B. Blouch | |
Gerald B. Blouch | |||
|
(i)
|
he
had not made Salary Deferral Contributions, and had a Vested Percentage
equal to Zero Percent (0%), under this Plan (and the Prior Plans)
on such
date of Termination of Employment; and
|
|
(ii)
|
he
shall have incurred five (5) consecutive One Year Periods of Severance;
and
|
|
(iii)
|
his
period of Service immediately prior to such Termination of Employment
shall have been less than or equal to his Period of Severance after
the
last day of such period of Service.”
|
PARTICIPATING
EMPLOYER
|
ADOPTION
DATE
|
|
Invacare
Corporation
|
January
1, 1988
|
|
Champion
Manufacturing Inc.
|
January
1, 2006
|
|
MedBloc
Inc.
|
January
1, 2006
|
|
Pinnacle
Medsources Inc.
|
January
1, 2006
|
|
Freedom
Designs, Inc.
|
August 1,
2006
|
|
Altimate
Medical, Inc.
|
January
1, 2007"
|
(a)
|
the
need to prevent the eviction of the Participant from his principal
residence or foreclosure on the mortgage of the Participant’s principal
residence;
|
(b)
|
purchase
(excluding mortgage payments) of a principal residence for the
Participant;
|
(c)
|
expenses
for (or necessary to obtain) medical care that would be deductible
under
Code Section 213(d) (determined without regard to whether the expenses
exceed seven and one-half percent (7.5%) of the Participant’s adjusted
gross income); or
|
(d)
|
payment
of tuition, related educational fees and room and board expenses
for up to
the next twelve (12) months of post-secondary education for the
Participant, his or her spouse, children, or dependents (as defined
in
Code Section 152 without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B)).”
|
|
(d)
|
he
receives a distribution of his entire Vested Interest;
|
|
(e)
|
he
has a five (5) year Period of Severance;
|
|
(f)
|
he
dies; or
|
|
(g)
|
he
is rehired by a Participating Employer or an Affiliate.
|
|
(i)
|
his
Account balances; over
|
|
(ii)
|
his
Vested Interest;
|
|
“In
addition, for purposes of this Article, the following rules and procedures
shall apply to the extent and in the manner provided pursuant to
regulations under Code Section 401(k) or Code Section 401(m):
|
|
(iii)
|
For
purposes of determining the Deferral Percentage and the Contribution
Percentage of a Highly Compensated Employee, all before-tax contributions,
after-tax contributions and matching contributions, as applicable,
allocated during a given Plan Year of this Plan to the accounts of
any
Highly Compensated Employee under all plans maintained by the
Participating Employers or any Affiliate that are subject to Section
401(k) or 401(m) of the Code (other than those that may not be
permissively aggregated) shall be determined as if such contribution
amounts were made under a single plan or arrangement. (For Plan Years
beginning before 2006, the before-tax contributions, after-tax
contributions and matching contributions, as applicable, allocated
during
the respective plan years of all such plans and arrangements ending
with
or within the same calendar year were treated as provided under a
single
plan or arrangement for purposes of determining the Deferral Percentage
and the Contribution Percentage of a Highly Compensated Employee.)
However, and notwithstanding the foregoing, certain plans and arrangements
(or portions of plans and arrangements) shall be treated as separate
for
purposes of testing if mandatorily disaggregated pursuant to regulations
under Code Sections 401(k), 401(m), 401(a)(4), or 410(b).
|
|
(iv)
|
If
this Plan and one or more other plans are aggregated for purposes
of
testing under Code Sections 401(a)(4), 401(k), 401(m) or 410(b) (other
than Section 410(b)(2)(A)(ii)) of the Code), the actual Deferral
Percentage test and the actual Contribution Percentage test (and
any
corrections related thereto) shall be determined as if such plans
were a
single plan. Plans may be aggregated in order to satisfy Code Section
401(k) (or Code Section 401(m)) only if they have the same plan year
and
use the same method for satisfying the actual Deferral Percentage
test (or
the actual Contribution Percentage test, respectively). If any portions
of
this Plan are treated as mandatorily disaggregated for purposes of
Sections 401(a)(4) or 410(b), the actual Deferral Percentage test
and the
actual Contribution Percentage test (and any corrections related
thereto)
shall be determined as if such portions of the Plan constituted plans
separate plans.
|
|
(v)
|
In
the event of a plan coverage change as defined in Treasury Regulations
Sections 1.401(k)-2(c)(4) or 1.401(m)-2(c)(4), then, to the extent
required, adjustments to the average Deferral Percentage and the
average
Contribution Percentage of non-Highly Compensated Employees for the
prior
year shall be made in accordance with the regulations.
|
|
(vi)
|
Except
as otherwise provided herein, the Administrator may use any testing
methodology permitted under the Code and regulations to apply the
actual
Deferral Percentage test and the actual Contribution Percentage test,
including without limitation the special testing procedures under
Code
Sections 401(k)(3)(F) and 401(m)(5)(C) and Treasury Regulations Sections
1.401(k)-2(a)(1)(iii) and 1.401(m)-2(a)(1)(iii) for plans permitting
participation earlier than required under Code Section 410(a)(1)(A).”
|
|
By:
|
/s/ Joseph Usaj | |
Joseph Usaj | |||
|
And:
|
/s/ Gerald B. Blouch | |
Gerald B. Blouch | |||
PARTICIPATING
EMPLOYER
|
ADOPTION
DATE
|
|
Invacare
Corporation
|
January
1, 1988
|
|
Champion
Manufacturing Inc.
|
January
1, 2006
|
|
MedBloc
Inc.
|
January
1, 2006
|
|
Pinnacle
Medsources Inc.
|
January
1, 2006
|
|
Freedom
Designs, Inc.
|
August
1, 2006
|
|
Altimate
Medical, Inc.
|
January
1, 2007
|
|
Roadrunner
Mobility, Inc.
|
December
1, 2007"
|
(a)
|
the
need to prevent the eviction of the Participant from his principal
residence or foreclosure on the mortgage of the Participant’s principal
residence;
|
(b)
|
purchase
(excluding mortgage payments) of a principal residence for the
Participant;
|
(c)
|
expenses
for (or necessary to obtain) medical care that would be deductible
under
Code Section 213(d) (determined without regard to whether the expenses
exceed seven and one-half percent (7.5%) of the Participant’s adjusted
gross income);
|
(d)
|
payment
of tuition, related educational fees and room and board expenses
for up to
the next twelve (12) months of post-secondary education for the
Participant, his or her spouse, children, or dependents (as defined
in
Code Section 152 without regard to Sections 152(b)(1), (b)(2) and
(d)(1)(B));
|
|
(e)
|
payment
of funeral or burial expenses for the Participant’s deceased spouse,
parent, child or dependent (as defined in Code Section 152 without
regard
to Section 152(d)(1)(B)); or
|
(f)
|
payment
of expenses to repair damage to the Participant’s principal residence that
would qualify for a casualty loss deduction under Code Section
165
(determined without regard to whether the loss exceeds ten percent
(10%)
of the Participant’s adjusted gross income).”
|
|
(h)
|
the
Participant’s surviving spouse has consented to such designation and
acknowledged the effect of any such designation, and the surviving
spouse’s consent is witnessed by a notary public; or
|
|
(i)
|
it
is established to the satisfaction of the Administrator that the
consent
of such spouse cannot be obtained because such spouse cannot be located
or
because of such other circumstances as the Secretary of the Treasury
may
prescribe by lawful regulations; or
|
|
(j)
|
it
is established to the satisfaction of the Administrator that the
Participant has no surviving spouse.
|
|
“(c)
|
‘Distributee’
shall mean:
|
|
(i)
|
an
Employee or former Employee; and
|
|
(ii)
|
an
Employee’s or a former Employee’s surviving spouse or other Beneficiary
and an Employee’s or former Employee’s spouse or former spouse who is the
Alternate Payee under a Qualified Domestic Relations Order, as defined
in
Section 2.43 hereof, without regard to the interest of the spouse
or
former spouse.”
|
|
By:
|
/s/ Joseph Usaj | |
Joseph Usaj | |||
|
And:
|
/s/ Gregory C. Thompson | |
Gregory C. Thompson | |||
|
(a)
|
The
word “Roadrunner” shall mean Roadrunner Mobility, Inc.
|
|
(b)
|
The
words “Roadrunner Employee” shall mean an Employee who was employed by
Roadrunner as of the date Roadrunner became an Affiliate, and is
a Covered
Employee as provided in Section 2.16 of the Plan.
|
Page
|
||
Article
I INTRODUCTION
|
1
|
|
1.1 Name
of Plan
|
1
|
|
1.2 Purposes
of Plan
|
1
|
|
1.3 "Top
Hat" Pension Benefit Plan
|
1
|
|
1.4 Plan
Unfunded
|
1
|
|
1.5 Effective
Date
|
1
|
|
1.6 Administration
|
1
|
|
Article
II DEFINITIONS AND CONSTRUCTION
|
2
|
|
2.1 Definitions
|
2
|
|
2.2 Number
and Gender
|
5
|
|
2.3 Headings
|
5
|
|
Article
III PARTICIPATION AND ELIGIBILITY
|
6
|
|
3.1 Participation
|
6
|
|
3.2 Commencement
of Participation
|
6
|
|
3.3 Cessation
of Active Participation
|
6
|
|
Article
IV DEFERRALS, MATCHING & PROFIT SHARING CONTRIBUTIONS
|
7
|
|
4.1 Deferrals
by Participants
|
7
|
|
4.2 Effective
Date of Participation and Deferral Election Form
|
7
|
|
4.3 Modification
or Revocation of Election by Participant
|
7
|
|
4.4 Matching
Contributions
|
8
|
|
4.5 Make
Whole Contributions
|
8
|
|
4.6 Discretionary
Contributions
|
8
|
|
4.7 Hardship
Distribution Under 401(k) Plan
|
8
|
|
Article
V VESTING, DEFERRAL PERIODS AND EARNINGS ELECTIONS
|
9
|
|
5.1 Vesting
|
9
|
|
5.2 Deferral
Periods
|
9
|
|
5.3 Earnings
Elections
|
9
|
Page
|
||
Article
VI ACCOUNTS
|
10
|
|
6.1 Establishment
of Bookkeeping Accounts
|
10
|
|
6.2 Subaccounts
|
10
|
|
6.3 Hypothetical
Nature of Accounts
|
10
|
|
Article
VII PAYMENT OF ACCOUNT
|
11
|
|
7.1 Timing
of Distribution of Benefits
|
11
|
|
7.2 Adjustment
for Investment Gains and Losses Upon a Distribution
|
12
|
|
7.3 Form
of Payment or Payments
|
12
|
|
7.4 Accelerated
Distribution
|
12
|
|
7.5 Designation
of Beneficiaries
|
13
|
|
7.6 Amendments
|
13
|
|
7.7 Change
in Marital Status
|
13
|
|
7.8 No
Beneficiary Designation
|
14
|
|
7.9 Unclaimed
Benefits
|
14
|
|
7.10 Hardship
Withdrawals
|
14
|
|
7.11 Withholding
|
14
|
|
Article
VIII ADMINISTRATION
|
15
|
|
8.1 Committee
|
15
|
|
8.2 General
Powers of Administration
|
15
|
|
8.3 Indemnification
of Committee
|
15
|
|
Article
IX DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION
|
16
|
|
9.1 Claims
|
16
|
|
9.2 Claim
Decision
|
16
|
|
9.3 Request
for Review
|
16
|
|
9.4 Review
of Decision
|
17
|
|
9.5 Discretionary
Authority
|
18
|
|
Article
X MISCELLANEOUS
|
19
|
|
10.1 Plan
Not a Contract of Employment
|
19
|
|
10.2 Non-Assignability
of Benefits
|
19
|
|
10.3 Amendment
and Termination
|
19
|
|
10.4 Unsecured
General Creditor Status Of Employee
|
20
|
|
10.5 Severability
|
20
|
|
10.6 Governing
Laws
|
20
|
|
10.7 Binding
Effect
|
20
|
|
10.8 Entire
Agreement
|
20
|
|
10.9 No
Guaranty of Tax Consequences
|
20
|
Page
|
||
ARTICLE
I. INTRODUCTION
|
1
|
|
1.2.
|
Name
of Plan.
|
1
|
1.3.
|
Purposes
of Plan.
|
1
|
1.4.
|
Top
Hat Pension Benefit Plan.
|
1
|
1.5.
|
Plan
Unfunded.
|
1
|
1.6.
|
Effective
Date and Restatement Date.
|
1
|
1.7.
|
Administration.
|
1
|
ARTICLE
II. DEFINITIONS AND CONSTRUCTION
|
2
|
|
2.1.
|
Definitions.
|
2
|
2.2.
|
Number
and Gender.
|
5
|
2.3.
|
Headings.
|
6
|
ARTICLE
III. PARTICIPATION AND ELIGIBILITY
|
7
|
|
3.1.
|
Participation.
|
7
|
3.2.
|
Commencement
of Participation.
|
7
|
3.3.
|
Cessation
of Active Participation.
|
7
|
ARTICLE
IV. CONTRIBUTIONS AND VESTING
|
8
|
|
4.1.
|
Deferrals
by Participants.
|
8
|
4.2.
|
Effective
Date of Participation and Deferral Election Form.
|
8
|
4.3.
|
Modification
or Revocation of Election by Participant.
|
9
|
4.4.
|
Matching
Contributions.
|
9
|
4.5.
|
Make
Whole Contributions.
|
9
|
4.6.
|
Discretionary
Contributions.
|
9
|
4.7.
|
Suspension
of Contributions.
|
9
|
4.8.
|
Transfer
of Contributions to 401(k) Plan.
|
9
|
4.9.
|
Vesting.
|
10
|
ARTICLE
V. ACCOUNTS
|
11
|
|
5.1.
|
Establishment
of Bookkeeping Accounts.
|
11
|
5.2.
|
Subaccounts.
|
11
|
5.3.
|
Earnings
Elections.
|
11
|
5.4.
|
Hypothetical
Accounts and Creditor Status of Participants.
|
12
|
5.5.
|
Investments.
|
12
|
Page
|
||
ARTICLE
VI. PAYMENT OF ACCOUNT
|
13
|
|
6.1.
|
Timing
of Distribution of Accounts.
|
13
|
6.2.
|
Adjustment
for Investment Gains and Losses Upon a Distribution.
|
13
|
6.3.
|
Form
of Payment.
|
13
|
6.4.
|
Change
in Date or Form of Distribution.
|
14
|
6.5.
|
Protective
Distributions.
|
14
|
6.6.
|
Designation
of Beneficiaries.
|
14
|
6.7.
|
Change
of Beneficiary Designation.
|
15
|
6.8.
|
Change
in Marital Status.
|
15
|
6.9.
|
No
Beneficiary Designation.
|
15
|
6.10.
|
Unclaimed
Benefits.
|
16
|
6.11.
|
Withdrawals
for Unforeseeable Emergency.
|
16
|
6.12.
|
Withholding.
|
16
|
ARTICLE
VII. ADMINISTRATION
|
17
|
|
7.1.
|
Committee.
|
17
|
7.2.
|
General
Powers of Administration.
|
17
|
7.3.
|
Indemnification
of Committee.
|
18
|
ARTICLE
VIII. DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION
|
19
|
|
8.1.
|
Claims.
|
19
|
8.2.
|
Claim
Decision.
|
19
|
8.3.
|
Request
for Review of a Denied Claim.
|
20
|
8.4.
|
Review
of Decision.
|
20
|
8.5.
|
Discretionary
Authority.
|
21
|
ARTICLE
IX. AMENDMENT AND TERMINATION
|
22
|
|
9.1.
|
Power
to Amend or Terminate.
|
22
|
9.2.
|
Distribution
Upon Plan Termination.
|
22
|
9.3.
|
Protective
Amendments Due to Change in Law.
|
22
|
ARTICLE
X. MISCELLANEOUS
|
24
|
|
10.1.
|
Plan
Not a Contract of Employment.
|
24
|
10.2.
|
Non-Assignability
of Benefits.
|
24
|
10.3.
|
Severability.
|
24
|
10.4.
|
Governing
Laws.
|
24
|
10.5.
|
Binding
Effect.
|
24
|
10.6.
|
Entire
Agreement.
|
24
|
10.7.
|
No
Guaranty of Tax Consequences.
|
25
|
|
(i)
|
Any
person or entity (other than any employee benefit plan or employee
stock
ownership plan of Invacare Corporation, or any person or entity
organized,
appointed, or established by Invacare Corporation, for or pursuant
to the
terms of any such plan), alone or together with any of its Affiliates
or
Associates, becomes the Beneficial Owner of thirty percent (30%)
or more
of the total outstanding voting power of
|
|
Invacare
Corporation, as reflected by the power to vote in connection with
the
election of directors, or commences or publicly announces an intent
to
commence a tender offer or exchange offer the consummation of which
would
result in the Person becoming the Beneficial Owner of thirty percent
(30%)
or more of the total outstanding voting power of Invacare Corporation
as
reflected by the power to vote in connection with the election
of
directors. For purposes of this Section 2.1(h)(i), the terms “Affiliates,”
“Associates,” and “Beneficial Owner” will have the meanings given them in
the Rights Agreement, dated as of April 2, 1991, between Invacare
Corporation and National City Bank, as Rights Agent, as amended
from time
to time.
|
|
(ii)
|
At
any time during a period of twenty-four (24) consecutive months,
individuals who were directors at the beginning of the period no
longer
constitute a majority of the members of the Board, unless the election,
or
the nomination for election by the Invacare Corporation’s shareholders, of
each director who was not a director at the beginning of the period
is
approved by at least a majority of the directors who are in office
at the
time of the election or nomination and were either directors at
the
beginning of the period or are continuing directors.
|
|
(iii)
|
A
record date is established for determining shareholders entitled
to vote
upon:
|
|
(A)
|
A
merger or consolidation of the Invacare Corporation with another
corporation (which is not an affiliate of Invacare Corporation)
in which
Invacare Corporation is not the surviving or continuing company
or in
which all or part of the outstanding common shares are to be converted
into or exchanged for cash, securities, or other property;
|
|
(B)
|
a
sale or other disposition of all or substantially all of the assets
of
Invacare Corporation; or
|
|
(C)
|
the
dissolution or liquidation (but not partial liquidation) of Invacare
Corporation.
|
|
(ii)
|
the
sum of the Base Salary Deferral and the Bonus Deferral for the
Plan Year
for which the Participant executed the Participation and Deferral
Election
Form,
|
|
(a)
|
A
lump sum amount which is equal to the applicable Account balance;
or
|
|
(b)
|
Substantially
equal annual installments amortized over a period of years not
to exceed
fifteen (15) years. Gains and losses on the unpaid balance shall
continue
to be credited or charged to the Account in accordance with the
provisions
of Section 5.3. The
|
|
amount
of the installments payable may be changed annually to reflect
investment
results.
|
|
(a)
|
A
lump sum amount which is equal to the applicable Account balance;
or
|
|
(b)
|
Substantially
equal annual installments amortized over a period of years not
to exceed
five (5) years. Gains and losses on the unpaid balance shall continue
to
be credited or charged to the Account in accordance with the provisions
of
Section 5.3. The amount of the installments payable may be changed
annually to reflect investment results.
|
|
(a)
|
If
the Participant is married at death but was unmarried when the
designation
was made, the designation shall be void unless the spouse has consented
to
it in the manner prescribed above.
|
|
(b)
|
If
the Participant is unmarried at death but was married when the
designation
was made:
|
|
(i)
|
The
designation shall be void if the spouse was named as Beneficiary.
The
designation shall remain valid if a nonspouse Beneficiary was named.
|
|
(ii)
|
If
the Participant was married when the designation was made and is
married
to a different spouse at death, the designation shall be void unless
the
new spouse has consented to it in the manner prescribed above.
|
|
(b)
|
The
Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves issue surviving, then such
issue
shall take by right of representation the share the parent would
have
taken if living;
|
|
(c)
|
The
Participant’s parents;
|
|
(a)
|
To
enact rules, regulations, and procedures and to prescribe the use
of such
forms as it deems advisable;
|
|
(b)
|
To
appoint or employ agents, attorneys, actuaries, accountants, assistants
or
other persons (who may also be Participants in this Plan or be
employed by
or represent the Company) at the expense of the Company, as it
deems
necessary to keep its records or to assist it in taking any other
action
authorized or required under the Plan;
|
|
(c)
|
To
interpret the Plan, and to resolve ambiguities, inconsistencies
and
omissions, to determine any question of fact, to determine the
right to
benefits of, and the amount of benefits, if any, payable to, any
person in
accordance with the provisions of the Plan and resolve all questions
arising under the Plan;
|
|
(d)
|
To
administer the Plan in accordance with its terms and any rules
and
regulations it establishes; and
|
|
(e)
|
To
maintain records concerning the Plan as it deems sufficient to
prepare
reports, returns and other information required by the Plan or
by law; and
|
|
(f)
|
To
direct the Company to pay benefits under the Plan, and to give
other
directions and instructions as may be necessary for the proper
administration of the Plan.
|
|
(b)
|
the
specific references to pertinent Plan provisions on which the denial
is
based;
|
|
(c)
|
a
description of any additional material or information necessary
for the
Claimant to perfect the claim and an explanation as to why such
material
or such information is necessary;
|
|
(d)
|
appropriate
information as to the steps to be taken if the Claimant wishes
to submit
the claim for review, including a statement of the Claimant’s right to
bring a civil action under Section 502(a) of ERISA following an
adverse
benefit determination on review; and
|
|
(e)
|
the
time limits for requesting a review of the denial under Section
8.3 and
for the actual review of the denial under Section 8.4.
|
|
(b)
|
the
specific references to pertinent Plan provisions on which the denial
is
based;
|
|
(c)
|
a
statement that the Claimant is entitled to receive, upon request
and free
of charge, reasonable access to, and copies of, all documents,
records and
other information which (i) was relied upon by the Executive Officer
in
making its decision, (ii) was submitted, considered or generated
in the
course of the Executive Officer making its decision, without regard
to
whether such instrument was actually relied upon by the Executive
Officer
in making its decision or (iii) demonstrates compliance by the
Executive
Officer with its administrative processes and safeguards designed
to
ensure and to verify that benefit claims determinations are made
in
accordance with governing Plan documents, and that, where appropriate,
the
Plan provisions have been applied consistently with respect to
similarly
situated claimants; and
|
|
(d)
|
a
statement of the Claimant’s right to bring a civil action under Section
502(a) of ERISA following the adverse benefit determination on
such
review.
|
|
(a)
|
Change
in Tax
Laws
. Without limiting the generality of the amendment
and termination provisions in Section 9.1, the Company may, by
action of
its Board in its sole discretion, unilaterally amend, modify or
terminate
the Plan, retroactively or prospectively, to address or reflect
changes in
the actual or anticipated federal, state or local income or payroll
tax
consequences (or any other tax consequences) affecting either the
Company,
or any Participant or Beneficiary, including without limitation,
those due
to any of the following:
|
|
(i)
|
the
enactment or amendment of any federal, state or local tax or revenue
law;
|
|
(ii)
|
the
promulgation or publication of any regulation, ruling or similar
announcement by the Secretary of the Treasury Department, the Internal
Revenue Service or any other relevant federal, state or local tax
authority;
|
|
(iii)
|
a
decision by a court of competent jurisdiction involving a Participant
or
Beneficiary;
|
|
(iv)
|
a
closing agreement made under Code Section 7121 that is approved
by the
Internal Revenue Service and involves a Participant, or any similar
agreement involving any state or local tax authority; or
|
|
(v)
|
any
similar type of change or any alteration in the expectations of
the
Company regarding the income or payroll tax impacts of the Plan.
|
|
(b)
|
Change
in Securities
Laws
. Without limiting the generality of the amendment
and termination provisions in Section 9.3, the Company may, by
action of
its Board in its sole discretion, unilaterally amend, modify or
terminate
the Plan, retroactively or prospectively, to address or reflect
changes in
the securities laws or changes in the expectations of the Company
regarding the application of securities laws to the Plan or the
Company
with regard to the Plan. Any such amendment, modification or
termination should be consistent, as determined by the Company
in its sole
discretion, with the changes in the actual or anticipated securities
law
impacts of the Plan and may include limiting the rights of individuals
to
make deferrals, refunding deferred amounts, distributing Accounts
or
allowing Participants to rescind deferral elections.
|
|
“4.10
|
Suspension
and Forfeiture
Following Accelerated Distribution of Grandfathered Deferrals
|
INVACARE CORPORATION | |||
|
By:
|
/s/ Joseph Usaj | |
Joseph Usaj | |||
|
And:
|
/s/ Gregory C. Thompson | |
Gregory C. Thompson | |||
|
(a)
|
furnish
to the Committee all information requested by it;
|
|
(b)
|
execute
such documents and such instruments as the Committee may require
to
facilitate the administration of this Plan;
|
|
(c)
|
agree
in such form and manner as the Committee may require to be bound
by the
terms of this Plan and by the terms of such Amendments as may be
made
hereto; and
|
|
(d)
|
truthfully
and fully answer any questions and supply any information which
the
Committee deems necessary or desirable for the proper administration
of
this Plan, without any reservations whatsoever.
|
|
(a)
|
To
enact such rules, regulations, and procedures and to prescribe
the use of
such forms as it shall deem advisable.
|
|
(b)
|
To
appoint or employ such agents, attorneys, actuaries, and assistants
at the
expense of the Company, as it may deem necessary to keep its records
or to
assist it in taking any other action.
|
|
(c)
|
To
interpret this Plan, and to resolve ambiguities, inconsistencies,
and
omissions, to determine any question of fact, to determine the
right to
benefits of, and amount of benefits, if any, payable to, any person
in
accordance with the provisions of this Plan.
|
|
(a)
|
deprive
any beneficiary of a totally and permanently disabled participant
of his
right to receive death benefits as provided in Article III hereof,
or
reduce the amount of such death benefits, without his consent;
or
|
|
(b)
|
deprive
any beneficiary of a participant who is a retired Employee of his
right to
receive death benefits as provided by Article III hereof, or reduce
the
amount of such death benefits, without his consent.
|
INVACARE CORPORATION | |||
|
By:
|
/s/ Gregory C. Thompson | |
Gregory C. Thompson | |||
|
And:
|
/s/ Joseph S. Usaj | |
Joseph S. Usaj | |||
INVACARE CORPORATION | |||
|
By:
|
/s/ Joseph S. Usaj | |
Joseph S. Usaj | |||
|
And:
|
/s/ Gregory C. Thompson | |
Gregory C. Thompson | |||
|
|
/s/ A.
Malachi Mixon, III
|
|
A.
Malachi Mixon, III
|
|||
Chairman
and Chief Executive Officer
|
|||
|
III.
TERMINATION OF OPTION UNDER
|
|
CERTAIN
CIRCUMSTANCES
|
|
|
/s/ A.
Malachi Mixon, III
|
|
A.
Malachi Mixon, III
|
|||
Chairman
and Chief Executive Officer
|
|||
|
CERTAIN
CIRCUMSTANCES
|
|
|
/s/ A.
Malachi Mixon, III
|
|
A.
Malachi Mixon, III
|
|||
Chairman
and Chief Executive Officer
|
|||
|
III.
TERMINATION OF AWARD UNDER
|
|
CERTAIN
CIRCUMSTANCES
|
|
|
/s/ A.
Malachi Mixon, III
|
|
A.
Malachi Mixon, III
|
|||
Chairman
and Chief Executive Officer
|
|||
|
III.
TERMINATION OF OPTION UNDER
|
|
CERTAIN
CIRCUMSTANCES
|
|
|
/s/ A.
Malachi Mixon, III
|
|
A.
Malachi Mixon, III
|
|||
Chairman
and Chief Executive Officer
|
|||
|
CERTAIN
CIRCUMSTANCES
|
|
|
/s/ A.
Malachi Mixon, III
|
|
A.
Malachi Mixon, III
|
|||
Chairman
and Chief Executive Officer
|
|||
|
CERTAIN
CIRCUMSTANCES
|
|
|
/s/ A.
Malachi Mixon, III
|
|
A.
Malachi Mixon, III
|
|||
Chairman
and Chief Executive Officer
|
|||
|
CERTAIN
CIRCUMSTANCES
|
Retainer
Fee
|
$35,000
|
Regular
Meeting Fees
|
$2,000
|
Committee
Meeting Fees
|
Member
- $1,500
Chair
- $2,000
Audit
Chair - $5,000
|
Telephonic
Meetings
|
50%
for interim conference calls that are conducted between scheduled
meetings
|
Stock
Components
|
Option
grant of 4,000 shares
|
For
new directors - option grant to purchase $150,000 in shares based
on
market price on date elected
|
|
Non-Employee
Director Elective Stock Option Program
|
Non-employee
directors may elect to defer all or a portion of their director fees
into
discounted stock options.
|
Beneficiary
|
Relationship
|
Percent
Share
|
Barbara
Mixon
|
Wife
|
100%
|
Date
February 4, 2008
|
|
/s/ A. Malachi Mixon, III | |
A. Malachi Mixon, III | |||
1.
|
1207273 Alberta ULC, an Alberta,
Canada corporation and wholly owned subsidiary.
|
|
|
2.
|
2083806 Ontario Inc., an Ontario
corporation and wholly owned subsidiary.
|
|
|
3.
|
6123449 Canada, Inc., a Canadian
corporation and wholly owned subsidiary.
|
|
|
4.
|
Adaptive Switch Laboratories,
Inc., a Texas corporation and wholly owned
subsidiary.
|
|
|
5.
|
Adelaide Scooters &
Wheelchairs Pty. Ltd., an Australian corporation and wholly owned
subsidiary.
|
|
|
6.
|
Alber GmbH, a Swiss corporation
and wholly owned subsidiary.
|
|
|
7.
|
Altimate Medical, Inc., a
Minnesota corporation and wholly owned
subsidiary.
|
|
|
8.
|
Aquatec GmbH, a German limited
liability company.
|
|
|
9.
|
Australian Healthcare Equipment
Pty Ltd., an Australian corporation and wholly owned
subsidiary.
|
|
|
10.
|
Carroll Healthcare, Inc., an
Ontario corporation and wholly owned subsidiary.
|
|
|
11.
|
Champion Manufacturing Inc., a
Delaware corporation and wholly owned
subsidiary.
|
|
|
12.
|
Dolomite AB, a Swedish corporation
and wholly owned subsidiary.
|
|
|
13.
|
Dolomite Holding AB, a Swedish
corporation and wholly owned subsidiary.
|
|
|
14.
|
Dynamic Controls, a New Zealand
corporation and wholly owned subsidiary.
|
|
|
15.
|
Dynamic Europe Ltd., a UK
corporation and wholly owned subsidiary.
|
|
|
16.
|
Freedom Designs, Inc., a
California corporation and wholly owned
subsidiary.
|
|
|
17.
|
Garden City Medical Inc., a
Delaware corporation and wholly owned
subsidiary.
|
|
|
18.
|
Healthtech Products, Inc., a
Missouri corporation and wholly owned
subsidiary.
|
|
|
19.
|
HealthcareEquipment WA Pty Ltd, an
Australian corporation and wholly owned
subsidiary.
|
|
|
20.
|
Home Health Equipment Pty Ltd, an
Australian corporation and wholly owned
subsidiary.
|
|
|
21.
|
Invacare AB, a Swedish corporation
and wholly owned subsidiary.
|
|
|
22.
|
Invacare A/S, a Danish corporation
and wholly owned subsidiary.
|
|
|
23.
|
Invacare AS, a Norwegian
corporation and wholly owned subsidiary.
|
|
|
24.
|
Invacare Asia Ltd., a Hong Kong
company and wholly owned subsidiary.
|
|
|
25.
|
Invacare Australia Pty Limited, an
Australian corporation and wholly owned
subsidiary.
|
|
|
26.
|
Invacare BV, a Netherlands
corporation and wholly owned
subsidiary.
|
|
|
27.
|
Invacare Canada General Partner
Inc., a Canadian corporation and wholly owned
subsidiary.
|
|
|
28.
|
Invacare Canada LP, an Ontario,
Canada partnership and wholly owned subsidiary.
|
|
|
29.
|
Invacare Canadian Holdings, Inc.,
a Delaware corporation and wholly owned
subsidiary.
|
|
|
30.
|
Invacare Credit Corporation, an
Ohio corporation and wholly owned subsidiary.
|
|
|
31.
|
Invacare Dolomite AB, a Swedish
corporation and wholly owned subsidiary.
|
|
|
32.
|
Invacare (Deutschland) GmbH, a
German corporation and wholly owned subsidiary.
|
|
|
33.
|
Invacare EC-Hong A/S, a Danish
corporation and wholly owned subsidiary.
|
|
|
34.
|
Invacare GmbH, a German
corporation and wholly owned subsidiary.
|
|
|
35.
|
Invacare Florida Corporation, a
Delaware corporation and wholly owned
subsidiary.
|
|
|
36.
|
Invacare Florida Holdings, LLC, a
Florida limited liability company and wholly owned
subsidiary.
|
|
|
37.
|
Invacare France Operations SAS, A
French corporation and wholly owned subsidiary.
|
|
|
38.
|
Invacare Germany Holding GmbH, a
German corporation and wholly owned subsidiary.
|
|
|
39.
|
Invacare Holdings AB, a Swedish
corporation and wholly owned subsidiary.
|
|
|
40.
|
Invacare Holdings Two AB, a
Swedish corporation and wholly owned subsidiary.
|
|
|
41.
|
Invacare Holdings AS, a Norwegian
corporation and wholly owned subsidiary.
|
|
|
42.
|
Invacare Holdings CV, a
Netherlands wholly owned partnership subsidiary.
|
|
|
43.
|
Invacare Holdings LLC, an Ohio
limited liability corporation and wholly owned
subsidiary.
|
|
|
44.
|
Invacare Holdings NZ, a New
Zealand corporation and wholly owned subsidiary.
|
|
|
45.
|
Invacare Holdings Two BV, a
Netherlands corporation and wholly owned
subsidiary.
|
|
|
46.
|
Invacare International
Corporation, an Ohio corporation and wholly owned
subsidiary.
|
|
|
47.
|
Invacare International SARL, a
Swiss corporation and wholly owned subsidiary.
|
|
|
49.
|
Invacare Limited, a UK corporation
and wholly owned subsidiary.
|
|
|
50.
|
Invacare Mauritius Holdings, a
Republic of Mauritius company and wholly owned
subsidiary.
|
|
|
51.
|
Invacare MeccSan SarL, an
Italian corporation and wholly owned subsidiary.
|
|
|
52.
|
Invacare Medical Equipment
(Suzhou) Company, Ltd., a Chinese company and wholly owned
subsidiary.
|
|
|
53.
|
Invacare New Zealand, a New
Zealand corporation and wholly owned subsidiary.
|
|
|
54.
|
Invacare NV, a Belgium corporation
and wholly owned subsidiary.
|
55.
|
Invacare Operations SAS, a French
corporation and wholly owned subsidiary.
|
|
|
56.
|
Invacare Poirier SAS, a French
corporation and wholly owned subsidiary.
|
|
|
57.
|
Invacare (Portugual) —
Sociedade Industrial e Comercial de Ortopedia., Lda., a Portugal company
and wholly owned subsidiary.
|
|
|
58.
|
Invacare
(Portugual) II —Material Ortopudico, Lda., a Portugal company
and wholly owned subsidiary.
|
|
|
59.
|
Invacare Rea AB, a Swedish
corporation and wholly owned subsidiary.
|
|
|
60.
|
Invacare, S.A., a Spanish
corporation and wholly owned subsidiary.
|
|
|
61.
|
Invamex S.A. de R.L. de C.V., a
Mexican corporation and wholly owned subsidiary.
|
|
|
62.
|
Invacare Supply Group, Inc., a
Massachusetts corporation and wholly owned
subsidiary.
|
|
|
63.
|
Invacare Trading Company, Inc., a
United States Territory of the Virgin Islands corporation and wholly owned
subsidiary.
|
|
|
64.
|
Invacare UK Operations Ltd., a UK
corporation and wholly owned subsidiary.
|
|
|
65.
|
Invacare Verwaltungs GmbH, a
German corporation and wholly owned subsidiary.
|
|
|
66.
|
Invatection Insurance Company, a
Vermont corporation and wholly owned subsidiary.
|
|
|
67.
|
Kuschall AG, a Switzerland
corporation and wholly owned subsidiary.
|
|
|
68.
|
Kuschall, Inc., a Delaware
corporation and wholly owned subsidiary.
|
|
|
69.
|
Medbloc, Inc., a Delaware
corporation and wholly owned subsidiary.
|
|
|
70.
|
Mobitec Mobilitatshilfen GmbH, an
Austrian corporation and wholly owned
subsidiary.
|
|
|
71.
|
Mobitec Rehab AG, a Swiss
corporation and wholly owned subsidiary.
|
|
|
72.
|
Mobitec SARL, a French corporation
and wholly owned subsidiary.
|
|
|
73.
|
Morris Surgical Pty Ltd, an
Australian corporation and wholly owned
subsidiary.
|
|
|
74.
|
Motion Concepts, L.P., an Ontario
wholly owned limited partnership.
|
|
|
75.
|
Perpetual Motion Enterprises
Limited, an Ontario corporation and wholly owned
subsidiary.
|
|
|
76.
|
RoadRunner Mobility, Inc., a Texas
corporation and wholly owned subsidiary.
|
|
|
77.
|
Scandinavian Mobility GmbH, a
German corporation and wholly owned subsidiary.
|
|
|
78.
|
Scandinavian Mobility
International ApS, a Danish corporation and wholly owned
subsidiary.
|
|
|
79.
|
SCI Des Hautes Roches, a French
partnership and wholly owned subsidiary.
|
|
|
80.
|
The Aftermarket Group, Inc., a
Delaware corporation and wholly owned
subsidiary.
|
|
|
81.
|
The Helixx Group, Inc., an Ohio
corporation and wholly owned subsidiary.
|
|
|
82.
|
Ulrich Alber GmbH, Albstadt, a
German limited liability company and wholly owned
subsidiary.
|
|
(1)
|
Registration
Statement (Form S-8, No. 33-87052) dated December 5, 1994
pertaining to the Invacare Corporation stock option
plans,
|
|
(2)
|
Registration
Statement (Form S-8, No. 333-57978) dated March 30, 2001
pertaining to the Invacare Corporation stock option
plans,
|
|
(3)
|
Registration
Statement (Form S-8, No. 333-109794) dated October 17, 2003
pertaining to the Invacare Corporation stock option
plans,
|
|
(4)
|
Registration
Statement (Form S-8, No. 333-136391) dated August 8, 2006
pertaining to the Invacare Corporation stock option
plans,
|
|
(5)
|
Registration
Statement (Form S-3/A, No. 333-142311) of Invacare Corporation dated May
24, 2007, and
|
|
(6)
|
Registration
Statement (Form S-4/A, No. 333-142306) of Invacare Corporation dated May
24, 2007
|
1.
|
I
have reviewed
this annual report on Form 10-K of Invacare
Corporation;
|
2.
|
Based
on my
knowledge, this report does not contain any untrue statement of a
material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were
made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s
other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
|
|
a)
|
Designed
such
disclosure controls and procedures, or caused such disclosure controls
and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such
internal control over financial reporting, or caused such internal
control
over financial reporting to be designed under our supervision, to
provide
reasonable assurance regarding the reliability of financial reporting
and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period covered
by
this report based on such
evaluation; and
|
|
d)
|
Disclosed
in this
report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s
other certifying officer and I have disclosed, based on our most
recent
evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent
functions):
|
|
a)
|
All
significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely
to
adversely affect the registrant’s ability to record, process, summarize
and report financial
information; and
|
|
b)
|
Any
fraud,
whether or not material, that involves management or other employees
who
have a significant role in the registrant’s internal control over
financial reporting.
|
1.
|
I
have reviewed
this annual report on Form 10-K of Invacare
Corporation;
|
2.
|
Based
on my
knowledge, this report does not contain any untrue statement of a
material
fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were
made,
not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my
knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s
other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
|
|
a)
|
Designed
such
disclosure controls and procedures, or caused such disclosure controls
and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such
internal control over financial reporting, or caused such internal
control
over financial reporting to be designed under our supervision, to
provide
reasonable assurance regarding the reliability of financial reporting
and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting
principles;
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c)
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Evaluated
the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness
of the
disclosure controls and procedures, as of the end of the period covered
by
this report based on such
evaluation; and
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d)
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Disclosed
in this
report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s
other certifying officer and I have disclosed, based on our most
recent
evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent
functions):
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a)
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All
significant
deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely
to
adversely affect the registrant’s ability to record, process, summarize
and report financial
information; and
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b)
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Any
fraud,
whether or not material, that involves management or other employees
who
have a significant role in the registrant’s internal control over
financial reporting.
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(1)
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The
Report fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of
1934; and
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|
(2)
|
The
information
contained in the Report fairly presents, in all material respects,
the
financial condition and results of operations of the
company.
|
|
(1)
|
The
Report fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of
1934; and
|
|
(2)
|
The
information
contained in the Report fairly presents, in all material respects,
the
financial condition and results of operations of the
company.
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