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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ohio
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95-2680965
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(State or other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of exchange on which registered
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Common Shares, without par value
Rights to Purchase Preferred Shares, without par value
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New York Stock Exchange
New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Item
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Page
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PART I:
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1
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1A.
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1B.
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2
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3
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4
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PART II:
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5
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6
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7
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7A.
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8
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9
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9A.
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9B.
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PART III:
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10
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11
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12
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13
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14
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PART IV:
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15
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•
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designing and developing innovative and technologically superior products;
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•
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ensuring continued focus on the company’s primary market—the non-acute health care market;
|
•
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marketing the company’s broad range of products;
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•
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driving efficiency and innovation through the use of the company’s global resources;
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•
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providing a professional and cost-effective sales, customer service and distribution organization;
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•
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supplying innovative provider support and aggressive product line extensions;
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•
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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.
|
•
|
earthquake, fire, flood and other natural disasters;
|
•
|
employee or other theft;
|
•
|
attacks by computer viruses or hackers;
|
•
|
power outages; and
|
•
|
computer systems, internet, telecommunications or data network failure.
|
•
|
different regulatory environments and reimbursement systems;
|
•
|
difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
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foreign customers who may have longer payment cycles than customers in the United States;
|
•
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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;
|
•
|
security concerns and potential business interruption risks associated with political and/or social unrest in foreign countries where the company’s facilities or assets are located;
|
•
|
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; and
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•
|
differing consumer product preferences.
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•
|
cease manufacturing and selling any of the company’s products that incorporate the challenged intellectual property;
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•
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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 and could result in lost revenues and market share.
|
•
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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;
|
•
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diversion of management’s time and attention from other business concerns;
|
•
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difficulties in retaining key employees of the acquired businesses who are necessary to manage these businesses;
|
•
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difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies;
|
•
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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.
|
|
Square
Feet
|
|
Ownership
Or Expiration
Date of Lease
|
|
Renewal
Options
|
|
Use
|
|
North American/HME Operations
|
|
|
|
|
|
|
|
|
Akron, Ohio
|
17,477
|
|
|
December 2013
|
|
One (1 yr.)
|
|
Offices
|
Alexandria, Virginia
|
230
|
|
|
September 2012
|
|
None
|
|
Offices
|
Alpharetta, Georgia
|
11,665
|
|
|
March 2014
|
|
None
|
|
Warehouse and Offices
|
Arlington, Texas
|
63,626
|
|
|
May 2015
|
|
None
|
|
Warehouse
|
Atlanta, Georgia
|
91,418
|
|
|
April 2016
|
|
None
|
|
Warehouse and Offices
|
Beijing, China
|
1,399
|
|
|
January 2013
|
|
None
|
|
Offices
|
Cranbury, New Jersey
|
111,987
|
|
|
April 2018
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Elyria, Ohio
|
|
|
|
|
|
|
|
|
—1200 Taylor Street
|
251,656
|
|
|
Own
|
|
—
|
|
Manufacturing and Offices
|
—899 Cleveland Street
|
111,738
|
|
|
November 2013
|
|
None
|
|
Warehouse
|
—One Invacare Way
|
50,000
|
|
|
Own
|
|
—
|
|
Headquarters
|
—1320 Taylor Street
|
30,000
|
|
|
January 2015
|
|
One (5 yr.)
|
|
Offices
|
—1166 Taylor Street
|
4,800
|
|
|
Own
|
|
—
|
|
Warehouse and Offices
|
—56 Ternes Avenue
|
12,001
|
|
|
December 2012
|
|
One (1 yr.)
|
|
Warehouse
|
Kirkland, Quebec
|
26,196
|
|
|
November 2015
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
Marlboro, New Jersey
|
2,800
|
|
|
June 2012
|
|
None
|
|
Offices
|
Mississauga, Ontario
|
61,375
|
|
|
February 2016
|
|
None
|
|
Warehouse and Offices
|
Morton, Minnesota
|
28,400
|
|
|
May 2012
|
|
Two (3 yr.)
|
|
Manufacturing, Warehouse and Offices
|
North Ridgeville, Ohio
|
152,861
|
|
|
Own
|
|
—
|
|
Manufacturing, Warehouse and Offices
|
Pharr, Texas
|
4,375
|
|
|
November 2012
|
|
None
|
|
Warehouse and Offices
|
Pinellas Park, Florida
|
11,400
|
|
|
July 2012
|
|
None
|
|
Manufacturing and Offices
|
Pinellas Park, Florida
|
3,200
|
|
|
June 2012
|
|
Two (1 yr.)
|
|
Manufacturing
|
Reynosa, Mexico
|
152,256
|
|
|
Own
|
|
—
|
|
Manufacturing and Offices
|
Sanford, Florida
|
116,272
|
|
|
Own
|
|
—
|
|
Manufacturing and Offices
|
Scarborough, Ontario
|
5,428
|
|
|
February 2014
|
|
None
|
|
Manufacturing and Offices
|
Shenzhen, China
|
2,901
|
|
|
September 2012
|
|
None
|
|
Offices
|
Simi Valley, California
|
38,501
|
|
|
February 2014
|
|
One (5 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Spicewood, Texas
|
6,500
|
|
|
Month to Month
|
|
None
|
|
Manufacturing and Offices
|
Suzhou, China
|
11,840
|
|
|
December 2012
|
|
None
|
|
Manufacturing and Offices
|
Suzhou, China
|
88,861
|
|
|
October 2012
|
|
None
|
|
Manufacturing and Offices
|
Tonawanda, New York
|
7,515
|
|
|
March 2013
|
|
None
|
|
Warehouse and Offices
|
Vaughan, Ontario
|
26,637
|
|
|
December 2015
|
|
None
|
|
Manufacturing and Offices
|
|
Square
Feet
|
|
Ownership
Or Expiration
Date of Lease
|
|
Renewal
Options
|
|
Use
|
|
Invacare Supply Group
|
|
|
|
|
|
|
|
|
Cranbury, New Jersey
|
127,963
|
|
|
April 2018
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Grand Prairie, Texas
|
87,508
|
|
|
August 2015
|
|
One (5 yr.)
|
|
Warehouse and Offices
|
Jacksonville, Florida
|
79,652
|
|
|
September 2014
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Milford, Massachusetts
|
29,582
|
|
|
December 2015
|
|
None
|
|
Offices
|
Rancho Cucamonga, California
|
55,890
|
|
|
April 2012
|
|
None
|
|
Warehouse and Offices
|
South Bend, Indiana
|
80,000
|
|
|
April 2019
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
|
|
|
|
|
|
|
|
|
Institutional Products Group
|
|
|
|
|
|
|
|
|
Albuquerque, New Mexico
|
1,928
|
|
|
June 2012
|
|
None
|
|
Warehouse and Offices
|
Boise, Idaho
|
1,670
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Brookfield, Wisconsin
|
5,600
|
|
|
January 2013
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Chicopee, Massachusetts
|
4,800
|
|
|
November 2015
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Eden Prairie, Minnesota
|
|
|
|
|
|
|
|
|
—7564 Market Place Drive
|
3,764
|
|
|
September 2013
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
—6837 Washington Avenue S
|
1,950
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Edwardsville, Kansas
|
1,250
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Elkhart, Indiana
|
44,718
|
|
|
March 2014
|
|
One (3 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Eureka, California
|
1,302
|
|
|
January 2015
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Fresno, California
|
1,600
|
|
|
April 2012
|
|
None
|
|
Warehouse and Offices
|
Hampden, Maine
|
4,800
|
|
|
September 2012
|
|
Two (1 yr.)
|
|
Warehouse and Offices
|
Hayward, California
|
4,800
|
|
|
July 2012
|
|
One (1 yr.)
|
|
Warehouse and Offices
|
Kansas City, Missouri
|
4,964
|
|
|
February 2013
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Knoxville, Tennessee
|
2,400
|
|
|
May 2012
|
|
One (1 yr.)
|
|
Warehouse and Offices
|
Lakewood, Washington
|
|
|
|
|
|
|
|
|
—10111 S. Tacoma Way, Ste D2
|
3,210
|
|
|
April 2012
|
|
None
|
|
Warehouse and Offices
|
—10111 S. Tacoma Way, Ste A3
|
7,167
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Las Vegas, Nevada
|
1,609
|
|
|
December 2012
|
|
None
|
|
Warehouse and Offices
|
Lithia Springs, Georgia
|
4,000
|
|
|
December 2012
|
|
None
|
|
Warehouse and Offices
|
London, Ontario
|
103,200
|
|
|
Own
|
|
—
|
|
Manufacturing and Offices
|
Midvale, Utah
|
2,050
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Modesto, California
|
3,675
|
|
|
January 2013
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Norristown, Pennsylvania
|
3,790
|
|
|
February 2013
|
|
None
|
|
Warehouse and Offices
|
North Highlands, California
|
3,923
|
|
|
February 2015
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Norwood, Massachusetts
|
15,000
|
|
|
February 2014
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Phoenix, Arizona
|
2,289
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Pittsburgh, Pennsylvania
|
2,912
|
|
|
August 2014
|
|
None
|
|
Manufacturing and Offices
|
Portland, Oregon
|
2,500
|
|
|
November 2014
|
|
None
|
|
Warehouse and Offices
|
Rancho Dominguez, California
|
15,000
|
|
|
August 2014
|
|
None
|
|
Warehouse and Offices
|
San Bernardino, California
|
2,124
|
|
|
July 2012
|
|
None
|
|
Manufacturing and Offices
|
San Diego, California
|
2,025
|
|
|
August 2012
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
Springfield, Oregon
|
3,264
|
|
|
November 2012
|
|
None
|
|
Warehouse and Offices
|
Spokane Valley, Washington
|
2,400
|
|
|
July 2012
|
|
None
|
|
Warehouse and Offices
|
|
Square
Feet
|
|
Ownership
Or Expiration
Date of Lease
|
|
Renewal
Options
|
|
Use
|
|
Institutional Products Group
|
|
|
|
|
|
|
|
|
St. Louis, Missouri
|
8,196
|
|
|
July 2013
|
|
Two (3 yr.)
|
|
Offices
|
Tampa, Florida
|
3,750
|
|
|
November 2014
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Wallingford, Connecticut
|
4,000
|
|
|
December 2013
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Warwick, Rhode Island
|
3,100
|
|
|
Month to Month
|
|
One (1 yr.)
|
|
Warehouse and Offices
|
Woburn, Massachusetts
|
5,200
|
|
|
February 2014
|
|
None
|
|
Warehouse and Offices
|
|
|
|
|
|
|
|
|
|
Asia/Pacific Operations
|
|
|
|
|
|
|
|
|
Auckland, New Zealand
|
30,518
|
|
|
September 2014
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
Banyo, QLD, Australia
|
26,791
|
|
|
September 2013
|
|
One (5 yr.)
|
|
Warehouse and Offices
|
Carrum Downs, VIC, Australia
|
16,006
|
|
|
November 2012
|
|
One (5 yr.)
|
|
Warehouse and Offices
|
Christchurch, New Zealand
|
13,691
|
|
|
December 2014
|
|
Two (6 yr.)
|
|
Offices
|
Christchurch, New Zealand
|
22,027
|
|
|
December 2014
|
|
One (3 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Kidderminster, United Kingdom
|
6,200
|
|
|
January 2018
|
|
None
|
|
Warehouse and Offices
|
Malaga, WA, Australia
|
8,396
|
|
|
April 2014
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Netley, SA, Australia
|
3,428
|
|
|
June 2016
|
|
One (5 yr.)
|
|
Warehouse and Offices
|
North Olmsted, Ohio
|
2,280
|
|
|
October 2012
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
North Rocks, NSW, Australia
|
45,712
|
|
|
August 2012
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Shanghai, China
|
802
|
|
|
December 2012
|
|
None
|
|
Offices
|
|
|
|
|
|
|
|
|
|
European Operations
|
|
|
|
|
|
|
|
|
Albstadt, Germany
|
73,894
|
|
|
February 2018
|
|
Two (5 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Albstadt, Germany
|
12,917
|
|
|
November 2012
|
|
One (1 yr.)
|
|
Warehouse
|
Anderstorp, Sweden
|
47,576
|
|
|
Own
|
|
—
|
|
Manufacturing, Warehouse and Offices
|
Bergen, Norway
|
1,076
|
|
|
November 2012
|
|
One (6 mos.)
|
|
Warehouse and Offices
|
Brondby, Denmark
|
17,922
|
|
|
Month to Month
|
|
One (1 yr.)
|
|
Warehouse and Offices
|
Dio, Sweden
|
110,524
|
|
|
Own
|
|
—
|
|
Manufacturing, Warehouse and Offices
|
Dublin, Ireland
|
5,000
|
|
|
December 2024
|
|
Three (5 yr.)
|
|
Warehouse and Offices
|
Ede, The Netherlands
|
12,917
|
|
|
November 2016
|
|
One (5 yr.)
|
|
Warehouse
|
Ede, The Netherlands
|
9,257
|
|
|
November 2016
|
|
One (5 yr.)
|
|
Offices
|
Fondettes, France
|
191,856
|
|
|
Own
|
|
—
|
|
Manufacturing and Warehouse
|
Girona, Spain
|
14,639
|
|
|
January 2017
|
|
—
|
|
Warehouse and Offices
|
Gland, Switzerland
|
5,586
|
|
|
September 2012
|
|
One (1 yr.)
|
|
Offices
|
Gland, Switzerland
|
1,184
|
|
|
September 2012
|
|
One (1 yr.)
|
|
Offices
|
Goteborg, Sweden
|
10,118
|
|
|
September 2012
|
|
One (3 yr.)
|
|
Warehouse
|
Hong, Denmark
|
155,541
|
|
|
Own
|
|
—
|
|
Warehouse and Offices
|
Isny, Germany
|
47,232
|
|
|
Own
|
|
—
|
|
Manufacturing, Warehouse and Offices
|
Isny, Germany
|
1,615
|
|
|
Own
|
|
—
|
|
Warehouse
|
Kinross, United Kingdom
|
4,800
|
|
|
Month to Month
|
|
—
|
|
Warehouse and Offices
|
|
Square
Feet
|
|
Ownership
Or Expiration
Date of Lease
|
|
Renewal
Options
|
|
Use
|
|
European Operations
|
|
|
|
|
|
|
|
|
Kristiansand, Norway
|
646
|
|
|
January 2016
|
|
One (6 mos.)
|
|
Services and Offices
|
Lillehammer, Norway
|
807
|
|
|
November 2013
|
|
One (6 mos.)
|
|
Services and Offices
|
Loppem, Belgium
|
4,036
|
|
|
March 2015
|
|
—
|
|
Warehouse and Offices
|
Mondsee, Austria
|
1,508
|
|
|
March 2014
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Mondsee, Austria
|
767
|
|
|
March 2013
|
|
One (3 yr.)
|
|
Offices
|
Oporto, Portugal
|
88,270
|
|
|
November 2015
|
|
One (1 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Oporto, Portugal
|
88,270
|
|
|
November 2015
|
|
One (1 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Oskarshamn, Sweden
|
1,076
|
|
|
December 2012
|
|
One (1 yr.)
|
|
Warehouse
|
Oslo, Norway
|
24,262
|
|
|
April 2016
|
|
One (6 mos.)
|
|
Manufacturing, Warehouse and Offices
|
Pencoed, United Kingdom
|
150,000
|
|
|
December 2019
|
|
None
|
|
Manufacturing and Offices
|
Porta Westfalica, Germany
|
134,563
|
|
|
November 2021
|
|
Two (5yr.)
|
|
Manufacturing, Warehouse and Offices
|
Porta Westfalica, Germany
|
8,930
|
|
|
February 2013
|
|
One (1 yr.)
|
|
Warehouse
|
Spanga, Sweden
|
16,146
|
|
|
Own
|
|
—
|
|
Warehouse and Offices
|
Thiene, Italy
|
21,528
|
|
|
Own
|
|
—
|
|
Warehouse and Offices
|
Thiene, Italy
|
10,764
|
|
|
October 2012
|
|
None
|
|
Warehouse
|
Tromso, Norway
|
678
|
|
|
June 2016
|
|
One (6 mos.)
|
|
Services and Offices
|
Trondheim, Norway
|
5,027
|
|
|
December 2013
|
|
One (6 mos.)
|
|
Services and Offices
|
Witterswil, Switzerland
|
40,343
|
|
|
March 2015
|
|
One (5 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Witterswil, Switzerland
|
2,241
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Witterswil, Switzerland
|
2,241
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Name
|
Age
|
Position
|
A. Malachi Mixon, III
|
71
|
Chairman of the Board of Directors
|
Gerald B. Blouch
|
65
|
President and Chief Executive Officer and Director
|
Robert K. Gudbranson
|
48
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Anthony C. LaPlaca
|
53
|
Senior Vice President—General Counsel and Secretary
|
Joseph B. Richey, II
|
75
|
President—Invacare Technologies, Senior Vice
President—Electronics and Design Engineering and Director
|
Louis F.J. Slangen
|
64
|
Senior Vice President—Corporate Marketing and Chief Product Officer
|
Patricia A. Stumpp
|
50
|
Senior Vice President—Human Resources
|
Carl E. Will
|
41
|
Senior Vice President—Global Commercial Operations
|
*
|
The description of executive officers is included pursuant to Instruction 3 to Section (b) of Item 401 of Regulation S-K.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
High
|
|
Low
|
|
Cash Dividends
Declared
|
|
High
|
|
Low
|
|
Cash Dividends
Declared
|
||||||||||||
Quarter Ended:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31
|
$
|
24.80
|
|
|
$
|
14.70
|
|
|
$
|
0.0125
|
|
|
$
|
30.71
|
|
|
$
|
26.52
|
|
|
$
|
0.0125
|
|
September 30
|
34.29
|
|
|
22.85
|
|
|
0.0125
|
|
|
26.51
|
|
|
20.00
|
|
|
0.0125
|
|
||||||
June 30
|
33.58
|
|
|
30.99
|
|
|
0.0125
|
|
|
27.50
|
|
|
21.02
|
|
|
0.0125
|
|
||||||
March 31
|
31.12
|
|
|
27.64
|
|
|
0.0125
|
|
|
30.16
|
|
|
24.52
|
|
|
0.0125
|
|
|
12/06
|
|
12/07
|
|
12/08
|
|
12/09
|
|
12/10
|
|
12/11
|
||||||||||||
Invacare Corporation
|
$
|
100.00
|
|
|
$
|
102.90
|
|
|
$
|
63.53
|
|
|
$
|
102.35
|
|
|
$
|
123.97
|
|
|
$
|
63.01
|
|
S&P 500
|
100.00
|
|
|
105.49
|
|
|
66.46
|
|
|
84.05
|
|
|
96.71
|
|
|
98.75
|
|
||||||
Russell 2000
|
100.00
|
|
|
98.43
|
|
|
65.18
|
|
|
82.89
|
|
|
105.14
|
|
|
100.75
|
|
||||||
S&P Healthcare Equipment & Supplies
|
100.00
|
|
|
109.61
|
|
|
77.87
|
|
|
98.82
|
|
|
101.01
|
|
|
100.02
|
|
*
|
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 (1)
|
|
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 (2)
|
|||||
10/1/2011
|
-
|
10/31/11
|
30,425
|
|
|
$
|
21.20
|
|
|
—
|
|
|
2,453,978
|
|
11/1/2011
|
-
|
11/30/11
|
—
|
|
|
—
|
|
|
—
|
|
|
2,453,978
|
|
|
12/1/2011
|
-
|
12/31/11
|
—
|
|
|
—
|
|
|
—
|
|
|
2,453,978
|
|
|
Total
|
|
|
30,425
|
|
|
$
|
21.20
|
|
|
—
|
|
|
2,453,978
|
|
(1)
|
All 30,425 shares repurchased between October 1, 2011 and October 31, 2011 were surrendered to the company by employees for minimum tax withholding purposes in conjunction with the vesting of restricted shares awarded to the employees under the company’s 2003 Performance Plan.
|
(2)
|
In 2001, the Board of Directors authorized the company to purchase up to 2,000,000 Common Shares, excluding any shares acquired from employees or directors as a result of the exercise of options or vesting of restricted shares pursuant to the company’s performance plans. The Board of Directors reaffirmed its authorization of this repurchase program on November 5, 2010, and on August 17, 2011 authorized an additional 2,046,500 shares for repurchase under the plan. To date, the company has purchased 1,592,522 shares under this program, with authorization remaining to purchase 2,453,978 shares. The company purchased 750,422 shares pursuant to this Board authorized program during 2011.
|
|
2011 *
|
|
2010 **
|
|
2009 ***
|
|
2008 ****
|
|
2007 *****
|
||||||||||
|
(In thousands, except per share and ratio data)
|
||||||||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
1,801,130
|
|
|
$
|
1,722,081
|
|
|
$
|
1,693,136
|
|
|
$
|
1,755,694
|
|
|
$
|
1,602,237
|
|
Net Earnings (loss)
|
(4,113
|
)
|
|
25,341
|
|
|
41,179
|
|
|
34,857
|
|
|
(1,714
|
)
|
|||||
Net Earnings (loss) per Share—Basic
|
(0.13
|
)
|
|
0.78
|
|
|
1.29
|
|
|
1.09
|
|
|
(0.05
|
)
|
|||||
Net Earnings (loss) per Share—Assuming Dilution
|
(0.13
|
)
|
|
0.78
|
|
|
1.29
|
|
|
1.09
|
|
|
(0.05
|
)
|
|||||
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
|
$
|
528,770
|
|
|
$
|
526,159
|
|
|
$
|
528,464
|
|
|
$
|
551,058
|
|
|
$
|
591,085
|
|
Total Assets
|
1,281,054
|
|
|
1,280,400
|
|
|
1,359,501
|
|
|
1,314,473
|
|
|
1,500,042
|
|
|||||
Current Liabilities
|
287,939
|
|
|
290,308
|
|
|
290,327
|
|
|
284,998
|
|
|
326,611
|
|
|||||
Working Capital
|
240,831
|
|
|
235,851
|
|
|
238,137
|
|
|
266,060
|
|
|
264,474
|
|
|||||
Long-Term Debt
|
260,440
|
|
|
238,090
|
|
|
272,234
|
|
|
407,707
|
|
|
457,233
|
|
|||||
Other Long-Term Obligations
|
106,150
|
|
|
99,591
|
|
|
95,703
|
|
|
88,826
|
|
|
106,046
|
|
|||||
Shareholders’ Equity
|
626,525
|
|
|
652,411
|
|
|
701,237
|
|
|
532,942
|
|
|
610,152
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and Development Expenditures
|
$
|
27,556
|
|
|
$
|
25,954
|
|
|
$
|
25,725
|
|
|
$
|
24,764
|
|
|
$
|
22,491
|
|
Capital Expenditures
|
22,160
|
|
|
17,353
|
|
|
17,999
|
|
|
19,957
|
|
|
20,068
|
|
|||||
Depreciation and Amortization
|
38,883
|
|
|
36,804
|
|
|
40,562
|
|
|
43,744
|
|
|
43,717
|
|
|||||
Key Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on Sales %
|
(0.2
|
)
|
|
1.5
|
|
|
2.4
|
|
|
2.0
|
|
|
(0.1
|
)
|
|||||
Return on Average Assets %
|
(0.3
|
)
|
|
1.9
|
|
|
3.1
|
|
|
2.5
|
|
|
(0.1
|
)
|
|||||
Return on Beginning Shareholders’ Equity %
|
(0.6
|
)
|
|
3.6
|
|
|
7.7
|
|
|
5.7
|
|
|
(0.4
|
)
|
|||||
Current Ratio
|
1.8:1
|
|
|
1.8:1
|
|
|
1.8:1
|
|
|
1.9:1
|
|
|
1.8:1
|
|
|||||
Debt-to-Equity Ratio
|
0.4:1
|
|
|
0.4:1
|
|
|
0.4:1
|
|
|
0.8:1
|
|
|
0.7:1
|
|
*
|
Reflects loss on debt extinguishment including debt finance charges and associated fees of
$24,200
(
$24,200
after tax or $0.76 per share assuming dilution) as a result of the company’s decision to extinguish higher interest rate debt; asset write-downs for goodwill and intangibles of $49,480 ($48,719 after tax or $1.52 per share assuming dilution); restructuring charge of $10,870 ($10,599 after tax or $0.33 per share assuming dilution); and a tax benefit in Germany of $4,947 ($4,947 after tax or $0.15 per share assuming dilution).
|
**
|
Reflects loss on debt extinguishment including debt finance charges and associated fees of $40,164 ($40,164 after tax or $1.23 per share assuming dilution) as a result of the company’s decision to extinguish higher interest rate debt.
|
***
|
Reflects restructuring charge of $4,804 ($4,124 after tax or $.13 per share assuming dilution); loss on debt extinguishment including debt fees $2,878 ($2,878 after tax or $.09 per share assuming dilution); asset write-downs for intangibles and investments of $8,409 ($7,909 after tax or $.25 per share assuming dilution).
|
****
|
Reflects restructuring charge of $4,766 ($4,516 after tax or $.14 per share assuming dilution).
|
*****
|
Reflects restructuring charge of $11,408 ($10,478 after tax or $.33 per share assuming dilution) and $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).
|
|
Twelve Months Ended
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Net cash provided by operating activities
|
$
|
99,078
|
|
|
$
|
122,207
|
|
Plus: Net cash impact related to restructuring activities
|
3,621
|
|
|
—
|
|
||
Less: Purchases of property and equipment—net
|
(22,096
|
)
|
|
(17,317
|
)
|
||
Free Cash Flow
|
$
|
80,603
|
|
|
$
|
104,890
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
4.125% Convertible Senior Subordinated Debentures due 2027
|
$
|
22,492
|
|
|
$
|
571
|
|
|
$
|
1,143
|
|
|
$
|
1,143
|
|
|
$
|
19,635
|
|
Revolving Credit Agreement due 2015
|
268,779
|
|
|
9,872
|
|
|
11,249
|
|
|
247,658
|
|
|
—
|
|
|||||
Operating lease obligations
|
69,373
|
|
|
22,711
|
|
|
27,876
|
|
|
12,014
|
|
|
6,772
|
|
|||||
Capital lease obligations
|
11,037
|
|
|
1,578
|
|
|
2,921
|
|
|
2,837
|
|
|
3,701
|
|
|||||
Purchase obligations (primarily computer systems contracts)
|
7,893
|
|
|
3,823
|
|
|
3,073
|
|
|
997
|
|
|
—
|
|
|||||
Product liability
|
21,748
|
|
|
3,468
|
|
|
8,838
|
|
|
4,220
|
|
|
5,222
|
|
|||||
Supplemental Executive Retirement Plan
|
27,879
|
|
|
391
|
|
|
2,068
|
|
|
2,640
|
|
|
22,780
|
|
|||||
Other, principally deferred compensation
|
10,043
|
|
|
106
|
|
|
260
|
|
|
396
|
|
|
9,281
|
|
|||||
Total
|
$
|
439,244
|
|
|
$
|
42,520
|
|
|
$
|
57,428
|
|
|
$
|
271,905
|
|
|
$
|
67,391
|
|
|
INVACARE CORPORATION
|
|
|
|
|
|
By:
|
/s/ GERALD B. BLOUCH
|
|
|
Gerald B. Blouch
|
|
|
President and Chief Executive Officer
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ A. MALACHI MIXON, III
|
|
Chairman of the Board of Directors
|
A. Malachi Mixon, III
|
|
|
|
|
|
/s/ GERALD B. BLOUCH
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
Gerald B. Blouch
|
|
|
|
|
|
/s/ ROBERT K. GUDBRANSON
|
|
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
|
Robert K. Gudbranson
|
|
|
|
|
|
/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/ JAMES L. JONES
|
|
Director
|
James L. Jones
|
|
|
|
|
|
/s/ DALE C. LAPORTE
|
|
Director
|
Dale C. LaPorte
|
|
|
|
|
|
/s/ DAN T. MOORE, III
|
|
Director
|
Dan T. Moore, III
|
|
|
|
|
|
/s/ JOSEPH B. RICHEY, II
|
|
President—Invacare Technologies, Senior Vice President—Electronics and Design Engineering and Director
|
Joseph B. Richey, II
|
|
|
|
|
|
/s/ CHARLES S. ROBB
|
|
Director
|
Charles S. Robb
|
|
|
|
|
|
/s/ BAIJU R. SHAH
|
|
Director
|
Baiju R. Shah
|
|
|
|
|
|
/s/ ELLEN O. TAUSCHER
|
|
Director
|
Ellen O. Tauscher
|
|
|
|
|
|
/s/ WILLIAM M. WEBER
|
|
Director
|
William M. Weber
|
|
Official
Exhibit No.
|
Description
|
|
Sequential
Page No.
|
3(a)
|
Second Amended and Restated Articles of Incorporation
|
|
(K)
|
3(b)
|
Code of Regulations, as amended on May 21, 2009
|
|
(M)
|
3(c)
|
Amendment to Code of Regulations, adopted May 20, 2010
|
|
(R)
|
4(a)
|
Specimen Share Certificate for Common Shares
|
|
(F)
|
4(b)
|
Specimen Share Certificate for Class B Common Shares
|
|
(F)
|
4(c)
|
Rights agreement between Invacare Corporation and National City Bank (as predecessor in interest to Wells Fargo Bank, N.A.) dated as of July 8, 2005
|
|
(E)
|
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)
|
|
(H)
|
4(f)
|
Amendment No. 1 to Rights agreement between Invacare Corporation and Wells Fargo Bank, N.A. dated as of October 28, 2009
|
|
(N)
|
10(a)
|
Invacare Corporation 1994 Performance Plan approved January 28, 1994
|
|
(D)*
|
10(b)
|
Amendment No. 1 to the Invacare Corporation 1994 Performance Plan approved May 28, 1998
|
|
(D)*
|
10(c)
|
Amendment No. 2 to the Invacare Corporation 1994 Performance Plan approved May 24, 2000
|
|
(A)*
|
10(d)
|
Amendment No. 3 to the Invacare Corporation 1994 Performance Plan approved March 13, 2003
|
|
(B)*
|
10(e)
|
Invacare Retirement Savings Plan, effective January 1, 2001, as amended
|
|
(I)*
|
10(f)
|
Agreement entered into by and between the company and its Chief Financial Officer
|
|
(C)*
|
10(g)
|
Invacare Corporation 401(K) Plus Benefit Equalization Plan, effective January 1, 2003, as amended and restated
|
|
(I)*
|
10(h)
|
Invacare Corporation Amended and Restated 2003 Performance Plan
|
|
(L)*
|
10(i)
|
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
|
|
(S)*
|
10(j)**
|
Form of Indemnity Agreement entered into by and between the company and its directors and certain of its executive officers and schedule of all such agreements with directors and executive officers
|
|
*
|
10(k)
|
Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005, as amended August 19, 2009 and on November 23, 2010
|
|
(S)*
|
10(l)
|
Invacare Corporation Death Benefit Only Plan, effective January 1, 2005, as amended
|
|
(I)*
|
10(m)
|
Supplemental Executive Retirement Plan, as amended and restated effective February 1, 2000
|
|
(D)*
|
10(n)
|
Form of Director Stock Option Award under Invacare Corporation 1994 Performance Plan
|
|
(D)*
|
10(o)
|
Form of Director Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(I)*
|
10(p)
|
Form of Director Deferred Option Award under Invacare Corporation 2003 Performance Plan
|
|
(S)*
|
10(q)**
|
Form of Restricted Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
|
10(r)
|
Form of Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(I)*
|
10(s)
|
Form of Executive Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(I)*
|
Official
Exhibit No.
|
Description
|
|
Sequential
Page No.
|
10(t)
|
Form of Switzerland Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(I)*
|
10(u)
|
Form of Switzerland Executive Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(I)*
|
10(v)**
|
Director Compensation Schedule
|
|
*
|
10(w)
|
Invacare Corporation Executive Incentive Bonus Plan, as amended March 9, 2010
|
|
(P)*
|
10(x)
|
Purchase Agreement by and among Invacare Corporation, the Subsidiary Guarantors named therein, and the Initial Purchasers named therein dated as of February 5, 2007
|
|
(G)
|
10(y)
|
Form of Rule 10b5-1 Sales Plan entered into between the company and certain of its executive officers and other employees and a schedule of all such agreements with executive officers and other employees
|
|
(S)
|
10(z)
|
A. Malachi Mixon, III Retirement Benefit Agreement
|
|
(I)*
|
10(aa)
|
Cash Balance Supplemental Executive Retirement Plan, as amended and restated, effective December 31, 2008
|
|
(J)*
|
10(ab)
|
Form of Participation Agreement, for current participants in the Cash Balance Supplemental Executive Retirement Plan, as of December 31, 2008, entered into by and between the company and certain participants and a schedule of all such agreements with participants
|
|
(J)*
|
10(ac)
|
Amended and Restated Severance Protection Agreement, between the company and Gerald B. Blouch, effective December 31, 2008
|
|
(J)*
|
10(ad)
|
Amendment No. 1 to the Cash Balance Supplemental Executive Retirement Plan, effective August 19, 2009
|
|
(O)*
|
10(ae)
|
$400,000,000 Revolving Credit Facility Credit Agreement by and among Invacare Corporation, the other borrowers, guarantors and lenders thereto; PNC Bank, National Association, as Administrative Agent; Keybank National Association and Bank of America, N.A. as Co-Syndication Agents; and RBS Citizens, N.A. as Documentation Agent.
|
|
(Q)
|
10(af)
|
Amendment No. 1 to the $400,000,000 Revolving Credit Facility Credit Agreement by and among Invacare Corporation, the other borrowers, guarantors and lenders thereto; PNC Bank, National Association, as Administrative Agent; Keybank National Association and Bank of America, N.A. as Co-Syndication Agents; and RBS Citizens, N.A. as Documentation Agent.
|
|
(T)
|
10(ag)**
|
Amendment No. 2 to the $400,000,000 Revolving Credit Facility Credit Agreement by and among Invacare Corporation, the other borrowers, guarantors and lenders thereto; PNC Bank, National Association, as Administrative Agent; Keybank National Association and Bank of America, N.A. as Co-Syndication Agents; and RBS Citizens, N.A. as Documentation Agent.
|
|
|
10(ah)**
|
2012 Non-employee Directors Deferred Compensation Plan, effective January 1, 2012
|
|
*
|
10(ai)**
|
Amendment No. 3 to Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005
|
|
*
|
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
|
|
|
101.INS***
|
XBRL instance document
|
|
|
101.SCH***
|
XBRL taxonomy extension schema
|
|
|
101.CAL***
|
XBRL taxonomy extension calculation linkbase
|
|
|
101.DEF***
|
XBRL taxonomy extension definition linkbase
|
|
|
Official
Exhibit No.
|
Description
|
|
Sequential
Page No.
|
101.LAB***
|
XBRL taxonomy extension label linkbase
|
|
|
101.PRE***
|
XBRL taxonomy extension presentation linkbase
|
|
|
*
|
Management contract, compensatory plan or arrangement
|
**
|
Filed herewith
|
(A)
|
Reference is made to Exhibit 4.7 of the company's registration statement on Form S-8, filed March 30, 2001, which Exhibit is incorporated herein by reference.
|
(B)
|
Reference is made to Exhibit 10(z) of the company report on Form 10-Q for the quarter ended March 31, 2003, which Exhibit is incorporated herein by reference.
|
(C)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated March 6, 2008, which Exhibit is incorporated herein by reference.
|
(D)
|
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.
|
(E)
|
Reference is made to Exhibit 4.1 of the company report on Form 8-K, dated July 8, 2005, which Exhibit is incorporated herein by reference.
|
(F)
|
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.
|
(G)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated February 5, 2007, which Exhibit is incorporated herein by reference.
|
(H)
|
Reference is made to Exhibit 4.1 of the company report on Form 8-K, dated February 12, 2007, which Exhibit is incorporated herein by reference.
|
(I)
|
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2007, which Exhibit is incorporated herein by reference.
|
(J)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated December 31, 2008, which Exhibit is incorporated herein by reference.
|
(K)
|
Reference is made to Exhibit 3(a) of the company report on Form 10-K for the fiscal year ended December 31, 2008, which Exhibit is incorporated herein by reference.
|
(L)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated May 21, 2009, which Exhibit is incorporated herein by reference.
|
(M)
|
Reference is made to Exhibit 3.1 of the company report on Form 10-Q, dated June 30, 2009, which Exhibit is incorporated herein by reference.
|
(N)
|
Reference is made to Exhibit 2.3 of the company report on Form 8-A, dated October 30, 2009, which Exhibit is incorporated herein by reference.
|
(O)
|
Reference is made to the Exhibit 10.2 of the company report on Form 10-Q, dated September 30, 2009, which Exhibit is incorporated herein by reference.
|
(P)
|
Reference is made to Appendix B of the company Definitive Proxy Statement on Schedule 14A, dated April 7, 2010, which is incorporated herein by reference.
|
(Q)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated October 28, 2010, which Exhibit is incorporated herein by reference.
|
(R)
|
Reference is made to Appendix A to the company’s Definitive Proxy Statement on Schedule 14A dated April 7, 2010, which is incorporated herein by reference.
|
(S)
|
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2010, which Exhibit is incorporated herein by reference.
|
(T)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated April 5, 2011, which Exhibit is incorporated herein by reference.
|
|
/s/ ERNST & YOUNG LLP
|
Cleveland, Ohio
|
|
February 27, 2012
|
|
|
/s/ ERNST & YOUNG LLP
|
Cleveland, Ohio
|
|
February 27, 2012
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net sales
|
$
|
1,801,130
|
|
|
$
|
1,722,081
|
|
|
$
|
1,693,136
|
|
Cost of products sold
|
1,282,652
|
|
|
1,212,440
|
|
|
1,199,942
|
|
|||
Gross Profit
|
518,478
|
|
|
509,641
|
|
|
493,194
|
|
|||
Selling, general and administrative expenses
|
422,099
|
|
|
411,513
|
|
|
398,646
|
|
|||
Charges related to restructuring activities
|
10,593
|
|
|
—
|
|
|
4,506
|
|
|||
Loss on debt extinguishment including debt finance charges and associated fees
|
24,200
|
|
|
40,164
|
|
|
2,878
|
|
|||
Asset write-downs to goodwill, intangible assets and investments
|
49,480
|
|
|
—
|
|
|
8,409
|
|
|||
Interest expense
|
7,963
|
|
|
20,647
|
|
|
33,150
|
|
|||
Interest income
|
(1,444
|
)
|
|
(724
|
)
|
|
(1,674
|
)
|
|||
Earnings before Income Taxes
|
5,587
|
|
|
38,041
|
|
|
47,279
|
|
|||
Income taxes
|
9,700
|
|
|
12,700
|
|
|
6,100
|
|
|||
Net Earnings (loss)
|
$
|
(4,113
|
)
|
|
$
|
25,341
|
|
|
$
|
41,179
|
|
Net Earnings (loss) per Share—Basic
|
$
|
(0.13
|
)
|
|
$
|
0.78
|
|
|
$
|
1.29
|
|
Weighted Average Shares Outstanding—Basic
|
31,958
|
|
|
32,393
|
|
|
31,969
|
|
|||
Net Earnings (loss) per Share—Assuming Dilution
|
$
|
(0.13
|
)
|
|
$
|
0.78
|
|
|
$
|
1.29
|
|
Weighted Average Shares Outstanding—Assuming Dilution
|
31,958
|
|
|
32,694
|
|
|
31,996
|
|
|
December 31,
2011 |
|
December 31,
2010 |
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
34,924
|
|
|
$
|
48,462
|
|
Trade receivables, net
|
247,974
|
|
|
252,004
|
|
||
Installment receivables, net
|
6,671
|
|
|
3,959
|
|
||
Inventories, net
|
192,761
|
|
|
174,375
|
|
||
Deferred income taxes
|
1,620
|
|
|
5,778
|
|
||
Other current assets
|
44,820
|
|
|
41,581
|
|
||
Total Current Assets
|
528,770
|
|
|
526,159
|
|
||
Other Assets
|
42,647
|
|
|
45,484
|
|
||
Other Intangibles
|
83,320
|
|
|
70,911
|
|
||
Property and Equipment, net
|
129,712
|
|
|
130,763
|
|
||
Goodwill
|
496,605
|
|
|
507,083
|
|
||
Total Assets
|
$
|
1,281,054
|
|
|
$
|
1,280,400
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
148,805
|
|
|
$
|
143,753
|
|
Accrued expenses
|
132,595
|
|
|
130,079
|
|
||
Accrued income taxes
|
1,495
|
|
|
8,502
|
|
||
Short-term debt and current maturities of long-term obligations
|
5,044
|
|
|
7,974
|
|
||
Total Current Liabilities
|
287,939
|
|
|
290,308
|
|
||
Long-Term Debt
|
260,440
|
|
|
238,090
|
|
||
Other Long-Term Obligations
|
106,150
|
|
|
99,591
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred Shares (Authorized 300 shares; none outstanding)
|
—
|
|
|
—
|
|
||
Common Shares (Authorized 100,000 shares; 33,835 and 33,559 issued in 2011 and 2010, respectively)—no par
|
8,471
|
|
|
8,401
|
|
||
Class B Common Shares (Authorized 12,000 shares; 1,086 and 1,086, issued and outstanding in 2011 and 2010, respectively)—no par
|
272
|
|
|
272
|
|
||
Additional paid-in-capital
|
221,409
|
|
|
231,685
|
|
||
Retained earnings
|
364,300
|
|
|
370,001
|
|
||
Accumulated other comprehensive earnings
|
124,876
|
|
|
112,631
|
|
||
Treasury shares (3,100 and 2,319 shares in 2011 and 2010, respectively)
|
(92,803
|
)
|
|
(70,579
|
)
|
||
Total Shareholders’ Equity
|
626,525
|
|
|
652,411
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,281,054
|
|
|
$
|
1,280,400
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands)
|
||||||||||
Operating Activities
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
(4,113
|
)
|
|
$
|
25,341
|
|
|
$
|
41,179
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
38,883
|
|
|
36,804
|
|
|
40,562
|
|
|||
Provision for losses on trade and installment receivables
|
11,460
|
|
|
16,979
|
|
|
19,281
|
|
|||
(Benefit) provision for deferred income taxes
|
(7,552
|
)
|
|
(2,467
|
)
|
|
1,785
|
|
|||
Provision for other deferred liabilities
|
2,676
|
|
|
2,781
|
|
|
2,573
|
|
|||
Provision for stock-based compensation
|
6,640
|
|
|
6,135
|
|
|
4,495
|
|
|||
Loss on disposals of property and equipment
|
209
|
|
|
233
|
|
|
1,237
|
|
|||
Loss on debt extinguishment including debt finance charges and associated fees
|
24,200
|
|
|
40,164
|
|
|
2,878
|
|
|||
Asset write-downs to goodwill, intangible assets and investments
|
49,480
|
|
|
—
|
|
|
8,409
|
|
|||
Amortization of convertible debt discount
|
1,565
|
|
|
3,198
|
|
|
4,142
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(1,514
|
)
|
|
(5,839
|
)
|
|
6,452
|
|
|||
Installment sales contracts, net
|
(3,162
|
)
|
|
(2,423
|
)
|
|
(3,356
|
)
|
|||
Inventories
|
(16,389
|
)
|
|
(6,352
|
)
|
|
20,515
|
|
|||
Other current assets
|
649
|
|
|
3,181
|
|
|
11,628
|
|
|||
Accounts payable
|
2,299
|
|
|
5,534
|
|
|
12,532
|
|
|||
Accrued expenses
|
(4,087
|
)
|
|
(6,980
|
)
|
|
(18,012
|
)
|
|||
Other long-term liabilities
|
(2,166
|
)
|
|
5,918
|
|
|
(637
|
)
|
|||
Net Cash Provided by Operating Activities
|
99,078
|
|
|
122,207
|
|
|
155,663
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(22,160
|
)
|
|
(17,353
|
)
|
|
(17,999
|
)
|
|||
Proceeds from sale of property and equipment
|
64
|
|
|
36
|
|
|
1,163
|
|
|||
Business acquisitions, net of cash acquired
|
(42,430
|
)
|
|
(13,725
|
)
|
|
—
|
|
|||
(Increase) Decrease in other long-term assets
|
(724
|
)
|
|
801
|
|
|
601
|
|
|||
Other
|
(13
|
)
|
|
(376
|
)
|
|
(447
|
)
|
|||
Net Cash Used for Investing Activities
|
(65,263
|
)
|
|
(30,617
|
)
|
|
(16,682
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from revolving lines of credit and long-term borrowings
|
450,595
|
|
|
708,742
|
|
|
400,123
|
|
|||
Payments on revolving lines of credit and long-term borrowings
|
(454,567
|
)
|
|
(751,660
|
)
|
|
(553,436
|
)
|
|||
Proceeds from exercise of stock options
|
4,139
|
|
|
2,912
|
|
|
1,628
|
|
|||
Payment of financing costs
|
(24,113
|
)
|
|
(30,329
|
)
|
|
—
|
|
|||
Payment of dividends
|
(1,588
|
)
|
|
(1,612
|
)
|
|
(1,605
|
)
|
|||
Purchase of treasury stock
|
(21,548
|
)
|
|
(5,687
|
)
|
|
—
|
|
|||
Net Cash Used by Financing Activities
|
(47,082
|
)
|
|
(77,634
|
)
|
|
(153,290
|
)
|
|||
Effect of exchange rate changes on cash
|
(271
|
)
|
|
(2,995
|
)
|
|
4,294
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(13,538
|
)
|
|
10,961
|
|
|
(10,015
|
)
|
|||
Cash and cash equivalents at beginning of year
|
48,462
|
|
|
37,501
|
|
|
47,516
|
|
|||
Cash and cash equivalents at end of year
|
$
|
34,924
|
|
|
$
|
48,462
|
|
|
$
|
37,501
|
|
|
Common
Stock
|
|
Class B
Stock
|
|
Additional
Paid-in-
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Earnings
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
January 1, 2009 Balance
|
$
|
8,119
|
|
|
$
|
278
|
|
|
$
|
215,279
|
|
|
$
|
306,698
|
|
|
$
|
50,789
|
|
|
$
|
(48,221
|
)
|
|
$
|
532,942
|
|
Exercise of stock options
|
123
|
|
|
—
|
|
|
9,529
|
|
|
—
|
|
|
—
|
|
|
(8,297
|
)
|
|
1,355
|
|
|||||||
Non-qualified stock option expense
|
—
|
|
|
—
|
|
|
2,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,713
|
|
|||||||
Restricted stock awards
|
31
|
|
|
—
|
|
|
1,751
|
|
|
—
|
|
|
—
|
|
|
(544
|
)
|
|
1,238
|
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
41,179
|
|
|
—
|
|
|
—
|
|
|
41,179
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,453
|
|
|
—
|
|
|
119,453
|
|
|||||||
Unrealized gain on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,329
|
|
|
—
|
|
|
3,329
|
|
|||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of prior service costs and unrecognized losses and credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
537
|
|
|
—
|
|
|
537
|
|
|||||||
Marketable securities holding gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164,594
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,605
|
)
|
|
—
|
|
|
—
|
|
|
(1,605
|
)
|
|||||||
December 31, 2009 Balance
|
$
|
8,273
|
|
|
$
|
278
|
|
|
$
|
229,272
|
|
|
$
|
346,272
|
|
|
$
|
174,204
|
|
|
$
|
(57,062
|
)
|
|
$
|
701,237
|
|
Exercise of stock options
|
99
|
|
|
—
|
|
|
9,108
|
|
|
—
|
|
|
—
|
|
|
(6,909
|
)
|
|
2,298
|
|
|||||||
Non-qualified stock option expense
|
—
|
|
|
—
|
|
|
4,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,113
|
|
|||||||
Restricted stock awards
|
23
|
|
|
—
|
|
|
1,999
|
|
|
—
|
|
|
—
|
|
|
(921
|
)
|
|
1,101
|
|
|||||||
Conversion from Class B Stock to Common Stock
|
6
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
25,341
|
|
|
—
|
|
|
—
|
|
|
25,341
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,823
|
)
|
|
—
|
|
|
(59,823
|
)
|
|||||||
Unrealized gain on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
245
|
|
|||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of prior service costs and unrecognized losses and credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
549
|
|
|||||||
Amounts arising during the year, primarily due to the addition of new participants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,860
|
)
|
|
—
|
|
|
(1,860
|
)
|
|||||||
Marketable securities holding loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(684
|
)
|
|
—
|
|
|
(684
|
)
|
|||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,232
|
)
|
|||||||
Extinguishment of Convertible Debt
|
—
|
|
|
—
|
|
|
(12,807
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,807
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,612
|
)
|
|
—
|
|
|
—
|
|
|
(1,612
|
)
|
|||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,687
|
)
|
|
(5,687
|
)
|
|||||||
December 31, 2010 Balance
|
$
|
8,401
|
|
|
$
|
272
|
|
|
$
|
231,685
|
|
|
$
|
370,001
|
|
|
$
|
112,631
|
|
|
$
|
(70,579
|
)
|
|
$
|
652,411
|
|
Exercise of stock options
|
45
|
|
|
—
|
|
|
4,098
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
4,133
|
|
|||||||
Non-qualified stock option expense
|
—
|
|
|
—
|
|
|
4,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,441
|
|
|||||||
Restricted stock awards
|
25
|
|
|
—
|
|
|
2,174
|
|
|
—
|
|
|
—
|
|
|
(666
|
)
|
|
1,533
|
|
|||||||
Net earnings (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,113
|
)
|
|
—
|
|
|
—
|
|
|
(4,113
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,440
|
|
|
—
|
|
|
14,440
|
|
|||||||
Unrealized gain on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
|||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of prior service costs and unrecognized losses and credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
321
|
|
|||||||
Amounts arising during the year, primarily due to the addition of new participants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,770
|
)
|
|
—
|
|
|
(2,770
|
)
|
|||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,132
|
|
|||||||
Extinguishment of Convertible Debt
|
—
|
|
|
—
|
|
|
(20,989
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,989
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|
—
|
|
|
—
|
|
|
(1,588
|
)
|
|||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,548
|
)
|
|
(21,548
|
)
|
|||||||
December 31, 2011 Balance
|
$
|
8,471
|
|
|
$
|
272
|
|
|
$
|
221,409
|
|
|
$
|
364,300
|
|
|
$
|
124,876
|
|
|
$
|
(92,803
|
)
|
|
$
|
626,525
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Stock-based compensation expense recognized as part of selling, general and administrative expense
|
$
|
6,640
|
|
|
$
|
6,135
|
|
|
$
|
4,495
|
|
|
2011
|
|
2010
|
||||||||||||||||||||
|
Current
|
|
Long-
Term
|
|
Total
|
|
Current
|
|
Long-
Term
|
|
Total
|
||||||||||||
Installment receivables
|
$
|
8,990
|
|
|
$
|
2,931
|
|
|
$
|
11,921
|
|
|
$
|
5,777
|
|
|
$
|
4,854
|
|
|
$
|
10,631
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unearned interest
|
(171
|
)
|
|
—
|
|
|
(171
|
)
|
|
(118
|
)
|
|
—
|
|
|
(118
|
)
|
||||||
|
8,819
|
|
|
2,931
|
|
|
11,750
|
|
|
5,659
|
|
|
4,854
|
|
|
10,513
|
|
||||||
Allowance for doubtful accounts
|
(2,148
|
)
|
|
(2,125
|
)
|
|
(4,273
|
)
|
|
(1,700
|
)
|
|
(3,141
|
)
|
|
(4,841
|
)
|
||||||
|
$
|
6,671
|
|
|
$
|
806
|
|
|
$
|
7,477
|
|
|
$
|
3,959
|
|
|
$
|
1,713
|
|
|
$
|
5,672
|
|
|
2011
|
||
Balance as of January 1
|
$
|
4,841
|
|
Current period provision
|
1,215
|
|
|
Direct write-offs charged against the allowance
|
(1,783
|
)
|
|
Balance as of December 31
|
$
|
4,273
|
|
|
Total
Installment
Receivables
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
for
Doubtful
Accounts
|
|
Interest
Income
Recognized
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Impaired Installment receivables with a related allowance recorded
|
$
|
6,116
|
|
|
$
|
6,116
|
|
|
$
|
4,240
|
|
|
$
|
—
|
|
Canada
|
|
|
|
|
|
|
|
||||||||
Non-Impaired Installment receivables with no related allowance recorded
|
5,696
|
|
|
5,525
|
|
|
—
|
|
|
271
|
|
||||
Impaired Installment receivables with a related allowance recorded
|
109
|
|
|
109
|
|
|
33
|
|
|
—
|
|
||||
Total Canadian Installment Receivables
|
$
|
5,805
|
|
|
$
|
5,634
|
|
|
$
|
33
|
|
|
$
|
271
|
|
Total
|
|
|
|
|
|
|
|
||||||||
Non-Impaired Installment receivables with no related allowance recorded
|
5,696
|
|
|
5,525
|
|
|
—
|
|
|
271
|
|
||||
Impaired Installment receivables with a related allowance recorded
|
6,225
|
|
|
6,225
|
|
|
4,273
|
|
|
—
|
|
||||
Total Installment Receivables
|
$
|
11,921
|
|
|
$
|
11,750
|
|
|
$
|
4,273
|
|
|
$
|
271
|
|
|
Total
Installment
Receivables
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
for
Doubtful
Accounts
|
|
Interest
Income
Recognized
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Impaired Installment receivables with a related allowance recorded
|
$
|
7,153
|
|
|
$
|
7,153
|
|
|
$
|
4,822
|
|
|
$
|
—
|
|
Canada
|
|
|
|
|
|
|
|
||||||||
Non-Impaired Installment receivables with no related allowance recorded
|
3,222
|
|
|
3,104
|
|
|
—
|
|
|
109
|
|
||||
Impaired Installment receivables with a related allowance recorded
|
256
|
|
|
256
|
|
|
19
|
|
|
—
|
|
||||
Total Canadian Installment Receivables
|
$
|
3,478
|
|
|
$
|
3,360
|
|
|
$
|
19
|
|
|
$
|
109
|
|
Total
|
|
|
|
|
|
|
|
||||||||
Non-Impaired Installment receivables with no related allowance recorded
|
3,222
|
|
|
3,104
|
|
|
—
|
|
|
109
|
|
||||
Impaired Installment receivables with a related allowance recorded
|
7,409
|
|
|
7,409
|
|
|
4,841
|
|
|
—
|
|
||||
Total Installment Receivables
|
$
|
10,631
|
|
|
$
|
10,513
|
|
|
$
|
4,841
|
|
|
$
|
109
|
|
|
Total
|
|
U.S.
|
|
Canada
|
||||||
Current
|
$
|
5,612
|
|
|
$
|
—
|
|
|
$
|
5,612
|
|
0-30 Days Past Due
|
84
|
|
|
—
|
|
|
84
|
|
|||
31-60 Days Past Due
|
42
|
|
|
—
|
|
|
42
|
|
|||
61-90 Days Past Due
|
8
|
|
|
—
|
|
|
8
|
|
|||
90+ Days Past Due
|
6,175
|
|
|
6,116
|
|
|
59
|
|
|||
|
$
|
11,921
|
|
|
$
|
6,116
|
|
|
$
|
5,805
|
|
|
2011
|
|
2010
|
||||
Finished goods
|
$
|
116,378
|
|
|
$
|
101,243
|
|
Raw materials
|
63,244
|
|
|
59,921
|
|
||
Work in process
|
13,139
|
|
|
13,211
|
|
||
|
$
|
192,761
|
|
|
$
|
174,375
|
|
|
2011
|
|
2010
|
||||
Value added tax receivables
|
$
|
16,941
|
|
|
$
|
13,829
|
|
Supplier receivables
|
5,381
|
|
|
5,703
|
|
||
Recoverable income taxes
|
3,338
|
|
|
3,708
|
|
||
Derivatives (forward exchange contracts)
|
1,703
|
|
|
2,884
|
|
||
Prepaid insurance
|
2,307
|
|
|
2,222
|
|
||
Prepaids and other current assets
|
15,150
|
|
|
13,235
|
|
||
|
$
|
44,820
|
|
|
$
|
41,581
|
|
|
2011
|
|
2010
|
||||
Machinery and equipment
|
$
|
360,215
|
|
|
$
|
332,687
|
|
Land, buildings and improvements
|
95,737
|
|
|
91,956
|
|
||
Furniture and fixtures
|
14,034
|
|
|
27,775
|
|
||
Leasehold improvements
|
15,750
|
|
|
15,705
|
|
||
|
485,736
|
|
|
468,123
|
|
||
Less allowance for depreciation
|
(356,024
|
)
|
|
(337,360
|
)
|
||
|
$
|
129,712
|
|
|
$
|
130,763
|
|
|
North
America/
HME
|
|
Invacare
Supply
Group
|
|
Institutional
Products
Group
|
|
Europe
|
|
Asia/
Pacific
|
|
Consolidated
|
||||||||||||
Balance at January 1, 2010
|
$
|
9,551
|
|
|
$
|
23,073
|
|
|
$
|
20,267
|
|
|
$
|
467,385
|
|
|
$
|
35,817
|
|
|
$
|
556,093
|
|
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
1,238
|
|
|
(60,870
|
)
|
|
4,330
|
|
|
(55,302
|
)
|
||||||
Purchase accounting adjustments
|
6,292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,292
|
|
||||||
Balance at December 31, 2010
|
$
|
15,843
|
|
|
$
|
23,073
|
|
|
$
|
21,505
|
|
|
$
|
406,515
|
|
|
$
|
40,147
|
|
|
$
|
507,083
|
|
Reclassification
|
(7,853
|
)
|
|
|
|
7,853
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
(537
|
)
|
|
14,668
|
|
|
(418
|
)
|
|
13,713
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
23,528
|
|
|
—
|
|
|
—
|
|
|
23,528
|
|
||||||
Impairment charge
|
(7,990
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,729
|
)
|
|
(47,719
|
)
|
||||||
Balance at December 31, 2011
|
$
|
—
|
|
|
$
|
23,073
|
|
|
$
|
52,349
|
|
|
$
|
421,183
|
|
|
$
|
—
|
|
|
$
|
496,605
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
||||||||
Customer Lists
|
$
|
94,790
|
|
|
$
|
50,832
|
|
|
$
|
72,998
|
|
|
$
|
40,071
|
|
Trademarks
|
31,777
|
|
|
—
|
|
|
31,246
|
|
|
—
|
|
||||
License agreements
|
3,160
|
|
|
3,160
|
|
|
3,183
|
|
|
2,958
|
|
||||
Developed Technology
|
9,823
|
|
|
4,870
|
|
|
8,521
|
|
|
3,988
|
|
||||
Patents
|
6,358
|
|
|
5,266
|
|
|
7,518
|
|
|
5,863
|
|
||||
Other
|
7,510
|
|
|
5,970
|
|
|
6,092
|
|
|
5,767
|
|
||||
|
$
|
153,418
|
|
|
$
|
70,098
|
|
|
$
|
129,558
|
|
|
$
|
58,647
|
|
|
2011
|
|
2010
|
||||
Salaries and wages
|
$
|
42,174
|
|
|
$
|
46,658
|
|
Taxes other than income taxes, primarily Value Added Taxes
|
23,007
|
|
|
19,981
|
|
||
Warranty cost
|
19,842
|
|
|
18,252
|
|
||
Freight
|
11,087
|
|
|
11,189
|
|
||
Professional
|
7,252
|
|
|
7,333
|
|
||
Product liability, current portion
|
3,468
|
|
|
4,134
|
|
||
Rebates
|
3,681
|
|
|
3,320
|
|
||
Insurance
|
2,657
|
|
|
2,393
|
|
||
Interest
|
1,255
|
|
|
2,273
|
|
||
Derivative liability (foreign forward exchange contracts)
|
893
|
|
|
1,929
|
|
||
Severance
|
5,158
|
|
|
524
|
|
||
Other items, principally trade accruals
|
12,121
|
|
|
12,093
|
|
||
|
$
|
132,595
|
|
|
$
|
130,079
|
|
|
2011
|
|
2010
|
||||
Balance as of January 1
|
$
|
18,252
|
|
|
$
|
21,506
|
|
Warranties provided during the period
|
11,225
|
|
|
5,996
|
|
||
Settlements made during the period
|
(12,068
|
)
|
|
(9,681
|
)
|
||
Changes in liability for pre-existing warranties during the period, including expirations
|
2,433
|
|
|
431
|
|
||
Balance as of December 31
|
$
|
19,842
|
|
|
$
|
18,252
|
|
|
2011
|
|
2010
|
||||
$400,000,000 senior secured revolving credit facility, due in October 2015
|
$
|
247,063
|
|
|
$
|
184,932
|
|
Convertible senior subordinated debentures at 4.125%, due in February 2027
|
9,797
|
|
|
52,064
|
|
||
Other notes and lease obligations
|
8,624
|
|
|
9,068
|
|
||
|
265,484
|
|
|
246,064
|
|
||
Less current maturities of long-term debt
|
(5,044
|
)
|
|
(7,974
|
)
|
||
|
$
|
260,440
|
|
|
$
|
238,090
|
|
|
2011
|
|
2010
|
||||
Carrying amount of equity component
|
$
|
25,216
|
|
|
$
|
46,205
|
|
|
|
|
|
||||
Principal amount of liability component
|
$
|
13,850
|
|
|
$
|
77,201
|
|
Unamortized discount
|
(4,053
|
)
|
|
(25,137
|
)
|
||
Net carrying amount of liability component
|
$
|
9,797
|
|
|
$
|
52,064
|
|
|
2011
|
|
2010
|
||||
Supplemental Executive Retirement Plan liability
|
$
|
27,488
|
|
|
$
|
26,133
|
|
Product liability
|
18,280
|
|
|
20,026
|
|
||
Deferred income taxes
|
28,948
|
|
|
32,559
|
|
||
Deferred compensation
|
9,937
|
|
|
8,542
|
|
||
Other
|
21,497
|
|
|
12,331
|
|
||
Total long-term obligations
|
$
|
106,150
|
|
|
$
|
99,591
|
|
Year
|
Capital Leases
|
|
Operating Leases
|
||||
2012
|
$
|
1,578
|
|
|
$
|
22,711
|
|
2013
|
1,481
|
|
|
16,585
|
|
||
2014
|
1,440
|
|
|
11,291
|
|
||
2015
|
1,420
|
|
|
7,611
|
|
||
2016
|
1,417
|
|
|
4,403
|
|
||
Thereafter
|
3,701
|
|
|
6,772
|
|
||
Total future minimum lease payments
|
11,037
|
|
|
$
|
69,373
|
|
|
Amounts representing interest
|
(2,587
|
)
|
|
|
|||
Present value of minimum lease payments
|
$
|
8,450
|
|
|
|
|
2011
|
|
Weighted
Average
Exercise
Price
|
|
2010
|
|
Weighted
Average
Exercise
Price
|
|
2009
|
|
Weighted
Average
Exercise
Price
|
||||||||||||
Options outstanding at January 1
|
4,484,195
|
|
|
$
|
29.60
|
|
|
4,619,528
|
|
|
$
|
29.28
|
|
|
4,910,547
|
|
|
$
|
29.37
|
|
|||
Granted
|
608,896
|
|
|
24.57
|
|
|
646,797
|
|
|
25.22
|
|
|
754,581
|
|
|
20.38
|
|
||||||
Exercised
|
(178,744
|
)
|
|
23.15
|
|
|
(399,144
|
)
|
|
23.08
|
|
|
(490,325
|
)
|
|
19.68
|
|
||||||
Canceled
|
(458,982
|
)
|
|
31.42
|
|
|
(382,986
|
)
|
|
25.07
|
|
|
(555,275
|
)
|
|
26.27
|
|
||||||
Options outstanding at December 31
|
4,455,365
|
|
|
$
|
28.99
|
|
|
4,484,195
|
|
|
$
|
29.60
|
|
|
4,619,528
|
|
|
$
|
29.28
|
|
|||
Options exercise price range at December 31
|
10.70 to
|
|
|
|
|
10.70 to
|
|
|
|
|
10.70 to
|
|
|
|
|||||||||
|
$
|
47.80
|
|
|
|
|
$
|
47.80
|
|
|
|
|
$
|
47.80
|
|
|
|
||||||
Options exercisable at December 31
|
2,960,317
|
|
|
|
|
2,941,772
|
|
|
|
|
3,099,092
|
|
|
|
|||||||||
Options available for grant at December 31*
|
1,914,574
|
|
|
|
|
2,478,905
|
|
|
|
|
3,132,623
|
|
|
|
*
|
Options available for grant as of
December 31, 2011
reduced by net restricted stock award activity of
584,007
.
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||
Exercise Prices
|
Number
Outstanding
At 12/31/10
|
|
Weighted Average
Remaining
Contractual Life
|
|
Weighted Average
Exercise Price
|
|
Number
Exercisable
At 12/31/10
|
|
Weighted Average
Exercise Price
|
|||||||
$ 10.70 – $15.00
|
15,653
|
|
|
4.1 years
|
|
|
$
|
12.19
|
|
|
10,153
|
|
|
$
|
10.70
|
|
$ 15.01 – $25.00
|
1,857,809
|
|
|
7.4
|
|
|
22.54
|
|
|
933,867
|
|
|
22.13
|
|
||
$ 25.01 – $35.00
|
1,241,312
|
|
|
6.8
|
|
|
26.28
|
|
|
675,706
|
|
|
26.87
|
|
||
$ 35.01 – $47.80
|
1,340,591
|
|
|
2.3
|
|
|
40.64
|
|
|
1,340,591
|
|
|
40.64
|
|
||
Total
|
4,455,365
|
|
|
5.7
|
|
|
$
|
28.99
|
|
|
2,960,317
|
|
|
$
|
31.55
|
|
|
Common Stock
Shares
|
|
Class B
Shares
|
|
Treasury
Shares
|
|||
January 1, 2009 Balance
|
32,449
|
|
|
1,111
|
|
|
(1,424
|
)
|
Exercise of stock options
|
490
|
|
|
—
|
|
|
(386
|
)
|
Restricted stock awards
|
109
|
|
|
—
|
|
|
(24
|
)
|
December 31, 2009 Balance
|
33,048
|
|
|
1,111
|
|
|
(1,834
|
)
|
Exercise of stock options
|
399
|
|
|
—
|
|
|
(247
|
)
|
Restricted stock awards
|
87
|
|
|
—
|
|
|
(33
|
)
|
Purchase of shares for treasury
|
—
|
|
|
—
|
|
|
(205
|
)
|
Conversion of Class B to Common
|
25
|
|
|
(25
|
)
|
|
—
|
|
December 31, 2010 Balance
|
33,559
|
|
|
1,086
|
|
|
(2,319
|
)
|
Exercise of stock options
|
180
|
|
|
—
|
|
|
—
|
|
Restricted stock awards
|
96
|
|
|
—
|
|
|
(31
|
)
|
Purchase of shares for treasury
|
—
|
|
|
—
|
|
|
(750
|
)
|
December 31, 2011 Balance
|
33,835
|
|
|
1,086
|
|
|
(3,100
|
)
|
|
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, 2009
|
$
|
54,692
|
|
|
$
|
588
|
|
|
$
|
(1,558
|
)
|
|
$
|
(2,933
|
)
|
|
$
|
50,789
|
|
Foreign currency translation adjustments
|
119,453
|
|
|
|
|
|
|
|
|
119,453
|
|
||||||||
Unrealized gain on available for sale securities
|
|
|
96
|
|
|
|
|
|
|
96
|
|
||||||||
Deferred tax liability relating to unrealized gain on available for sale securities
|
|
|
(34
|
)
|
|
|
|
|
|
(34
|
)
|
||||||||
Valuation reserve reduction relating to unrealized loss on available for sale securities
|
|
|
34
|
|
|
|
|
|
|
34
|
|
||||||||
Defined Benefit Plans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of prior service costs and unrecognized losses
|
|
|
|
|
537
|
|
|
|
|
537
|
|
||||||||
Deferred tax expense resulting from amortization of prior service costs and unrecognized losses, prior service credit and other amounts arising during the year
|
|
|
|
|
(188
|
)
|
|
|
|
(188
|
)
|
||||||||
Valuation reserve reduction associated with item directly above
|
|
|
|
|
188
|
|
|
|
|
188
|
|
||||||||
Current period unrealized gain on cash flow hedges, net of reclassifications
|
|
|
|
|
|
|
3,360
|
|
|
3,360
|
|
||||||||
Deferred tax loss relating to unrealized loss on derivative financial instruments
|
|
|
|
|
|
|
(31
|
)
|
|
(31
|
)
|
||||||||
Balance at December 31, 2009
|
$
|
174,145
|
|
|
$
|
684
|
|
|
$
|
(1,021
|
)
|
|
$
|
396
|
|
|
$
|
174,204
|
|
Foreign currency translation adjustments
|
(59,823
|
)
|
|
|
|
|
|
|
|
(59,823
|
)
|
||||||||
Unrealized loss on available for sale securities
|
|
|
(684
|
)
|
|
|
|
|
|
(684
|
)
|
||||||||
Deferred tax asset relating to unrealized loss on available for sale securities
|
|
|
239
|
|
|
|
|
|
|
239
|
|
||||||||
Valuation reserve reduction relating to unrealized loss on available for sale securities
|
|
|
(239
|
)
|
|
|
|
|
|
(239
|
)
|
||||||||
Defined Benefit Plans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of prior service costs and unrecognized losses
|
|
|
|
|
549
|
|
|
|
|
549
|
|
||||||||
Amounts arising during the year, primarily due to the addition of new participants
|
|
|
|
|
(1,860
|
)
|
|
|
|
(1,860
|
)
|
||||||||
Deferred tax adjustment resulting from defined benefit plan amortization of prior service costs and unrecognized losses
|
|
|
|
|
459
|
|
|
|
|
459
|
|
||||||||
Valuation reserve increase associated with item directly above
|
|
|
|
|
(459
|
)
|
|
|
|
(459
|
)
|
||||||||
Current period unrealized gain on cash flow hedges, net of reclassifications
|
|
|
|
|
|
|
273
|
|
|
273
|
|
||||||||
Deferred tax loss relating to unrealized gain on derivative financial instruments
|
|
|
|
|
|
|
(28
|
)
|
|
(28
|
)
|
||||||||
Balance at December 31, 2010
|
$
|
114,322
|
|
|
$
|
—
|
|
|
$
|
(2,332
|
)
|
|
$
|
641
|
|
|
$
|
112,631
|
|
Foreign currency translation adjustments
|
14,440
|
|
|
|
|
|
|
|
|
14,440
|
|
||||||||
Defined Benefit Plans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of prior service costs and unrecognized losses
|
|
|
|
|
321
|
|
|
|
|
321
|
|
||||||||
Amounts arising during the year, primarily due to the addition of new participants
|
|
|
|
|
(2,770
|
)
|
|
|
|
(2,770
|
)
|
||||||||
Deferred tax adjustment resulting from Defined benefit plan amortization of prior service costs and unrecognized losses
|
|
|
|
|
857
|
|
|
|
|
857
|
|
||||||||
Valuation reserve increase associated with item directly above
|
|
|
|
|
(857
|
)
|
|
|
|
(857
|
)
|
||||||||
Current period unrealized loss on cash flow hedges, net of reclassifications
|
|
|
|
|
|
|
305
|
|
|
305
|
|
||||||||
Deferred tax benefits relating to unrealized loss on derivative financial instruments
|
|
|
|
|
|
|
(51
|
)
|
|
(51
|
)
|
||||||||
Balance at December 31, 2011
|
$
|
128,762
|
|
|
$
|
—
|
|
|
$
|
(4,781
|
)
|
|
$
|
895
|
|
|
$
|
124,876
|
|
|
Severance
|
|
Product Line
Discontinuance
|
|
Contract
Terminations
|
|
Other
|
|
Total
|
||||||||||
December 31, 2010 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
NA/HME
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
ISG
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Europe
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Asia/Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
NA/HME
|
4,756
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4,760
|
|
|||||
IPG
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
ISG
|
335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|||||
Europe
|
3,288
|
|
|
277
|
|
|
1,788
|
|
|
113
|
|
|
5,466
|
|
|||||
Asia/Pacific
|
186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|||||
Total
|
8,688
|
|
|
277
|
|
|
1,788
|
|
|
117
|
|
|
10,870
|
|
|||||
Payments
|
|
|
|
|
|
|
|
|
|
||||||||||
NA/HME
|
(1,664
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1,668
|
)
|
|||||
IPG
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||
ISG
|
(82
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|||||
Europe
|
(1,546
|
)
|
|
(277
|
)
|
|
(1,714
|
)
|
|
(113
|
)
|
|
(3,650
|
)
|
|||||
Asia/Pacific
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|||||
Total
|
(3,530
|
)
|
|
(277
|
)
|
|
(1,714
|
)
|
|
(117
|
)
|
|
(5,638
|
)
|
|||||
December 31, 2011 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
NA/HME
|
3,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,092
|
|
|||||
IPG
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|||||
ISG
|
253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|||||
Europe
|
1,742
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
1,816
|
|
|||||
Asia/Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
5,158
|
|
|
$
|
—
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
5,232
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Domestic
|
$
|
(6,910
|
)
|
|
$
|
(16,115
|
)
|
|
$
|
(797
|
)
|
Foreign
|
12,497
|
|
|
54,156
|
|
|
48,076
|
|
|||
|
$
|
5,587
|
|
|
$
|
38,041
|
|
|
$
|
47,279
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
3,244
|
|
|
$
|
4,749
|
|
|
$
|
(8,310
|
)
|
State
|
1,000
|
|
|
689
|
|
|
1,775
|
|
|||
Foreign
|
13,008
|
|
|
9,729
|
|
|
10,850
|
|
|||
|
17,252
|
|
|
15,167
|
|
|
4,315
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(3,474
|
)
|
|
(1,696
|
)
|
|
—
|
|
|||
Foreign
|
(4,078
|
)
|
|
(771
|
)
|
|
1,785
|
|
|||
|
(7,552
|
)
|
|
(2,467
|
)
|
|
1,785
|
|
|||
Income Taxes
|
$
|
9,700
|
|
|
$
|
12,700
|
|
|
$
|
6,100
|
|
|
2011
|
|
2010
|
|
2009
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
11.6
|
|
|
1.2
|
|
|
2.4
|
|
Tax credits
|
(22.1
|
)
|
|
(41.1
|
)
|
|
(146.4
|
)
|
Foreign taxes at less than the federal statutory rate excluding valuation allowances
|
(89.2
|
)
|
|
(24.4
|
)
|
|
(12.2
|
)
|
Federal and foreign valuation allowance
|
0.7
|
|
|
4.6
|
|
|
13.3
|
|
Non-deductible extinguishment and debt finance costs
|
46.1
|
|
|
8.5
|
|
|
—
|
|
Withholding taxes
|
(0.6
|
)
|
|
(0.4
|
)
|
|
2.4
|
|
Compensation
|
5.6
|
|
|
(0.3
|
)
|
|
0.6
|
|
Dividends
|
47.0
|
|
|
54.8
|
|
|
129.3
|
|
Life insurance
|
(12.2
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
Foreign branch activity
|
(25.2
|
)
|
|
(3.4
|
)
|
|
(5.2
|
)
|
Uncertain tax positions
|
2.0
|
|
|
(1.7
|
)
|
|
(2.5
|
)
|
Goodwill and intangible asset impairment (Asia/Pacific)
|
252.7
|
|
|
—
|
|
|
—
|
|
Foreign tax audit settlement
|
(88.6
|
)
|
|
—
|
|
|
—
|
|
Other, net
|
10.8
|
|
|
1.7
|
|
|
(2.8
|
)
|
|
173.6
|
%
|
|
33.4
|
%
|
|
12.9
|
%
|
|
2011
|
|
2010
|
||||
Current deferred income tax assets (liabilities), net:
|
|
|
|
||||
Loss carryforwards
|
$
|
2,017
|
|
|
$
|
5,853
|
|
Bad debt
|
9,698
|
|
|
9,398
|
|
||
Warranty
|
4,591
|
|
|
4,338
|
|
||
State and local taxes
|
2,687
|
|
|
2,699
|
|
||
Other accrued expenses and reserves
|
2,068
|
|
|
5,535
|
|
||
Inventory
|
1,949
|
|
|
2,742
|
|
||
Compensation and benefits
|
2,644
|
|
|
1,182
|
|
||
Product liability
|
292
|
|
|
292
|
|
||
Valuation allowance
|
(24,887
|
)
|
|
(21,657
|
)
|
||
Other, net
|
561
|
|
|
(4,604
|
)
|
||
|
$
|
1,620
|
|
|
$
|
5,778
|
|
Long-term deferred income tax assets (liabilities), net:
|
|
|
|
||||
Goodwill & intangibles
|
(23,388
|
)
|
|
(24,478
|
)
|
||
Convertible debt
|
(941
|
)
|
|
(8,798
|
)
|
||
Fixed assets
|
(14,949
|
)
|
|
(15,770
|
)
|
||
Compensation and benefits
|
14,388
|
|
|
13,416
|
|
||
Loss and credit carryforwards
|
43,603
|
|
|
45,519
|
|
||
Product liability
|
4,236
|
|
|
4,428
|
|
||
State and local taxes
|
10,734
|
|
|
9,480
|
|
||
Valuation allowance
|
(67,656
|
)
|
|
(60,324
|
)
|
||
Other, net
|
5,025
|
|
|
3,968
|
|
||
|
$
|
(28,948
|
)
|
|
$
|
(32,559
|
)
|
Net Deferred Income Taxes
|
$
|
(27,328
|
)
|
|
$
|
(26,781
|
)
|
|
2011
|
|
2010
|
||||
Balance at beginning of year
|
$
|
4,500
|
|
|
$
|
6,710
|
|
Additions to:
|
|
|
|
||||
Positions taken during the current year
|
475
|
|
|
1,400
|
|
||
Positions taken during a prior year
|
105
|
|
|
265
|
|
||
Deductions due to:
|
|
|
|
||||
Exchange rate impact
|
20
|
|
|
(65
|
)
|
||
Positions taken during a prior year
|
(545
|
)
|
|
(15
|
)
|
||
Settlements with taxing authorities
|
(195
|
)
|
|
(3,185
|
)
|
||
Lapse of statute of limitations
|
(285
|
)
|
|
(610
|
)
|
||
Balance at end of year
|
$
|
4,075
|
|
|
$
|
4,500
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In thousands except per share data)
|
||||||||||
Basic
|
|
|
|
|
|
||||||
Average common shares outstanding
|
31,958
|
|
|
32,393
|
|
|
31,969
|
|
|||
Net earnings (loss)
|
$
|
(4,113
|
)
|
|
$
|
25,341
|
|
|
$
|
41,179
|
|
Net earnings per common share
|
$
|
(0.13
|
)
|
|
$
|
0.78
|
|
|
$
|
1.29
|
|
Diluted
|
|
|
|
|
|
||||||
Average common shares outstanding
|
31,958
|
|
|
32,393
|
|
|
31,969
|
|
|||
Shares related to convertible debt
|
—
|
|
|
163
|
|
|
—
|
|
|||
Stock options and awards
|
—
|
|
|
138
|
|
|
27
|
|
|||
Average common shares assuming dilution
|
31,958
|
|
|
32,694
|
|
|
31,996
|
|
|||
Net earnings (loss)
|
$
|
(4,113
|
)
|
|
$
|
25,341
|
|
|
$
|
41,179
|
|
Net earnings (loss) per common share
|
$
|
(0.13
|
)
|
|
$
|
0.78
|
|
|
$
|
1.29
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Notional
Amount
|
|
Unrealized
Net Gain
(Loss)
|
|
Notional
Amount
|
|
Unrealized
Net Gain
(Loss)
|
||||||||
USD / AUD
|
$
|
3,324
|
|
|
$
|
104
|
|
|
$
|
3,072
|
|
|
$
|
(223
|
)
|
USD / CAD
|
8,424
|
|
|
29
|
|
|
32,974
|
|
|
(14
|
)
|
||||
USD / CNY
|
8,130
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||
USD / EUR
|
42,267
|
|
|
701
|
|
|
32,419
|
|
|
927
|
|
||||
USD / GBP
|
1,806
|
|
|
19
|
|
|
4,212
|
|
|
86
|
|
||||
USD / NZD
|
8,256
|
|
|
86
|
|
|
9,577
|
|
|
202
|
|
||||
USD / SEK
|
4,520
|
|
|
19
|
|
|
10,395
|
|
|
95
|
|
||||
USD / MXP
|
14,029
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
||||
EUR / AUD
|
1,220
|
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
||||
EUR / CHF
|
5,433
|
|
|
(22
|
)
|
|
8,768
|
|
|
54
|
|
||||
EUR / GBP
|
17,201
|
|
|
9
|
|
|
18,068
|
|
|
(577
|
)
|
||||
EUR / SEK
|
—
|
|
|
—
|
|
|
8,045
|
|
|
92
|
|
||||
EUR / NZD
|
7,009
|
|
|
505
|
|
|
2,630
|
|
|
5
|
|
||||
GBP / CHF
|
929
|
|
|
(5
|
)
|
|
770
|
|
|
(3
|
)
|
||||
GBP / SEK
|
1,690
|
|
|
12
|
|
|
2,014
|
|
|
(43
|
)
|
||||
GBP / DKK
|
—
|
|
|
—
|
|
|
1,016
|
|
|
(27
|
)
|
||||
CHF / SEK
|
271
|
|
|
(2
|
)
|
|
6,937
|
|
|
(3
|
)
|
||||
DKK / CHF
|
—
|
|
|
—
|
|
|
514
|
|
|
1
|
|
||||
DKK / SEK
|
—
|
|
|
—
|
|
|
1,465
|
|
|
18
|
|
||||
NOK / CHF
|
436
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
|
$
|
124,945
|
|
|
$
|
1,244
|
|
|
$
|
142,876
|
|
|
$
|
590
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Notional
Amount
|
|
Gain
(Loss)
|
|
Notional
Amount
|
|
Gain
(Loss)
|
||||||||
CAD / USD
|
$
|
2,146
|
|
|
$
|
12
|
|
|
$
|
14,636
|
|
|
$
|
337
|
|
EUR / USD
|
—
|
|
|
—
|
|
|
1,394
|
|
|
28
|
|
||||
CHF / USD
|
3,419
|
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
||||
SEK / CAD
|
2,545
|
|
|
52
|
|
|
—
|
|
|
—
|
|
||||
EUR / CAD
|
4,244
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
||||
EUR / DKK
|
3,482
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
15,836
|
|
|
$
|
(64
|
)
|
|
$
|
16,030
|
|
|
$
|
365
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Derivatives designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
$
|
1,621
|
|
|
$
|
377
|
|
|
$
|
2,518
|
|
|
$
|
1,928
|
|
Interest rate swap contracts
|
$
|
18
|
|
|
$
|
388
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
64
|
|
|
128
|
|
|
366
|
|
|
1
|
|
||||
Total derivatives
|
$
|
1,703
|
|
|
$
|
893
|
|
|
$
|
2,884
|
|
|
$
|
1,929
|
|
Derivatives in ASC 815 cash flow hedge
relationships
|
Amount of Gain
(Loss) Recognized in
OCI on Derivatives
(Effective Portion)
|
|
Amount of Gain (Loss)
Reclassified from
Accumulated OCI into
Income (Effective
Portion)
|
|
Amount of Gain (Loss)
Recognized in Income on
Derivatives (Ineffective Portion
and Amount Excluded from
Effectiveness Testing)
|
||||||
Year ended December 31, 2011
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
925
|
|
|
$
|
(250
|
)
|
|
$
|
(7
|
)
|
Interest rate swap contracts
|
(370
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
555
|
|
|
$
|
(250
|
)
|
|
$
|
(7
|
)
|
Year ended December 31, 2010
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
(2,530
|
)
|
|
$
|
2,803
|
|
|
$
|
(134
|
)
|
Interest rate swap contracts
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
(2,530
|
)
|
|
$
|
2,803
|
|
|
$
|
(134
|
)
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging
instruments under ASC 815
|
|
|
|
|
Amount of Gain (Loss)
Recognized in Income on
Derivatives
|
||||||
Year ended December 31, 2011
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
|
|
|
|
$
|
83
|
|
||||
Year ended December 31, 2010
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
|
|
|
|
$
|
3,800
|
|
|
|
|
Basis for Fair Value Measurements at Reporting Date
|
||||||||||
|
|
Quoted Prices
in Active
Markets
for Identical
Assets /
(Liabilities)
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Other
Unobservable
Inputs
|
|||||||
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|||||||
December 31, 2011
:
|
|
|
|
|
|
|
|
||||||
Forward Exchange Contracts—net
|
$
|
1,180
|
|
|
—
|
|
|
$
|
1,180
|
|
|
—
|
|
Interest Rate Swap Agreements—net
|
$
|
(370
|
)
|
|
|
|
|
$
|
(370
|
)
|
|
|
|
December 31, 2010
:
|
|
|
|
|
|
|
|
||||||
Forward Exchange Contracts—net
|
955
|
|
|
—
|
|
|
955
|
|
|
—
|
|
|
2011
|
|
2010
|
||||||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
$
|
34,924
|
|
|
$
|
34,924
|
|
|
$
|
48,462
|
|
|
$
|
48,462
|
|
Other investments
|
1,362
|
|
|
1,362
|
|
|
1,588
|
|
|
1,588
|
|
||||
Installment receivables, net of reserves
|
7,477
|
|
|
7,477
|
|
|
5,672
|
|
|
5,672
|
|
||||
Long-term debt (including current maturities of long-term debt)
|
(265,484
|
)
|
|
(264,112
|
)
|
|
(246,064
|
)
|
|
(264,382
|
)
|
||||
Forward contracts in Other Current Assets
|
1,685
|
|
|
1,685
|
|
|
2,884
|
|
|
2,884
|
|
||||
Forward contracts in Accrued Expenses
|
(505
|
)
|
|
(505
|
)
|
|
(1,929
|
)
|
|
(1,929
|
)
|
||||
Interest Rate Swap Agreements in Other Current Assets
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
Interest Rate Swap Agreements in Accrued Expenses
|
(388
|
)
|
|
(388
|
)
|
|
—
|
|
|
—
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
North America/HME
|
$
|
746,782
|
|
|
$
|
738,441
|
|
|
$
|
747,018
|
|
Invacare Supply Group
|
299,491
|
|
|
297,517
|
|
|
280,295
|
|
|||
Institutional Products Group
|
124,121
|
|
|
97,419
|
|
|
90,806
|
|
|||
Europe
|
544,537
|
|
|
506,069
|
|
|
503,084
|
|
|||
Asia/Pacific
|
86,199
|
|
|
82,635
|
|
|
71,933
|
|
|||
Consolidated
|
$
|
1,801,130
|
|
|
$
|
1,722,081
|
|
|
$
|
1,693,136
|
|
Intersegment revenues
|
|
|
|
|
|
||||||
North America/HME
|
$
|
88,188
|
|
|
$
|
83,316
|
|
|
$
|
72,273
|
|
Invacare Supply Group
|
76
|
|
|
75
|
|
|
232
|
|
|||
Institutional Products Group
|
6,567
|
|
|
5,571
|
|
|
2,639
|
|
|||
Europe
|
9,308
|
|
|
10,165
|
|
|
9,719
|
|
|||
Asia/Pacific
|
32,876
|
|
|
33,616
|
|
|
31,143
|
|
|||
Consolidated
|
$
|
137,015
|
|
|
$
|
132,743
|
|
|
$
|
116,006
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||
North America/HME
|
$
|
12,814
|
|
|
$
|
15,674
|
|
|
$
|
17,872
|
|
Invacare Supply Group
|
471
|
|
|
383
|
|
|
403
|
|
|||
Institutional Products Group
|
4,942
|
|
|
1,995
|
|
|
1,339
|
|
|||
Europe
|
15,799
|
|
|
13,620
|
|
|
15,285
|
|
|||
Asia/Pacific
|
4,645
|
|
|
4,941
|
|
|
5,555
|
|
|||
All Other (1)
|
212
|
|
|
191
|
|
|
108
|
|
|||
Consolidated
|
$
|
38,883
|
|
|
$
|
36,804
|
|
|
$
|
40,562
|
|
|
|
|
|
|
|
|
2011
|
|
2010
|
|
2009
|
||||||
Net interest expense (income)
|
|
|
|
|
|
||||||
North America/HME
|
$
|
(446
|
)
|
|
$
|
12,824
|
|
|
$
|
26,686
|
|
Invacare Supply Group
|
3,045
|
|
|
3,058
|
|
|
3,153
|
|
|||
Institutional Products Group
|
2,729
|
|
|
530
|
|
|
2,526
|
|
|||
Europe
|
(1,754
|
)
|
|
721
|
|
|
(1,876
|
)
|
|||
Asia/Pacific
|
2,945
|
|
|
2,790
|
|
|
987
|
|
|||
Consolidated
|
$
|
6,519
|
|
|
$
|
19,923
|
|
|
$
|
31,476
|
|
Earnings (loss) before income taxes
|
|
|
|
|
|
||||||
North America/HME
|
$
|
42,200
|
|
|
$
|
54,714
|
|
|
$
|
39,587
|
|
Invacare Supply Group
|
8,002
|
|
|
7,547
|
|
|
5,374
|
|
|||
Institutional Products Group
|
12,378
|
|
|
9,130
|
|
|
8,741
|
|
|||
Europe
|
33,579
|
|
|
39,344
|
|
|
34,685
|
|
|||
Asia/Pacific
|
(35,141
|
)
|
|
6,754
|
|
|
1,639
|
|
|||
All Other (1)
|
(55,431
|
)
|
|
(79,448
|
)
|
|
(42,747
|
)
|
|||
Consolidated
|
$
|
5,587
|
|
|
$
|
38,041
|
|
|
$
|
47,279
|
|
Assets
|
|
|
|
|
|
||||||
North America/HME (2)
|
$
|
293,949
|
|
|
$
|
334,733
|
|
|
$
|
306,211
|
|
Invacare Supply Group
|
93,566
|
|
|
88,678
|
|
|
86,469
|
|
|||
Institutional Products Group
|
117,626
|
|
|
67,506
|
|
|
49,711
|
|
|||
Europe
|
689,596
|
|
|
660,620
|
|
|
761,992
|
|
|||
Asia/Pacific (2)
|
50,604
|
|
|
92,322
|
|
|
90,318
|
|
|||
All Other (1)
|
35,713
|
|
|
36,541
|
|
|
64,800
|
|
|||
Consolidated
|
$
|
1,281,054
|
|
|
$
|
1,280,400
|
|
|
$
|
1,359,501
|
|
Long-lived assets
|
|
|
|
|
|
||||||
North America/HME (2)
|
$
|
68,190
|
|
|
$
|
81,426
|
|
|
$
|
69,430
|
|
Invacare Supply Group
|
24,445
|
|
|
24,126
|
|
|
24,085
|
|
|||
Institutional Products Group
|
95,010
|
|
|
49,291
|
|
|
34,288
|
|
|||
Europe
|
518,382
|
|
|
510,728
|
|
|
596,142
|
|
|||
Asia/Pacific (2)
|
10,896
|
|
|
52,565
|
|
|
50,323
|
|
|||
All Other (1)
|
35,361
|
|
|
36,105
|
|
|
56,769
|
|
|||
Consolidated
|
$
|
752,284
|
|
|
$
|
754,241
|
|
|
$
|
831,037
|
|
Expenditures for assets
|
|
|
|
|
|
||||||
North America/HME
|
$
|
9,189
|
|
|
$
|
7,407
|
|
|
$
|
7,718
|
|
Invacare Supply Group
|
789
|
|
|
404
|
|
|
196
|
|
|||
Institutional Products Group
|
3,612
|
|
|
2,663
|
|
|
637
|
|
|||
Europe
|
4,876
|
|
|
4,448
|
|
|
5,268
|
|
|||
Asia/Pacific
|
3,480
|
|
|
2,224
|
|
|
3,433
|
|
|||
All Other (1)
|
214
|
|
|
207
|
|
|
747
|
|
|||
Consolidated
|
$
|
22,160
|
|
|
$
|
17,353
|
|
|
$
|
17,999
|
|
(1)
|
Consists of un-allocated corporate SG&A 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 loss on debt extinguishment including debt finance charges, interest and fees and impairment charges recognized related to limited partnership investments.
|
(2)
|
Asia/Pacific assets and long-lived assets decrease includes decrease of
$39,729,000
and
$201,000
due to goodwill and intangible asset write-offs, respectively in
2011
. NA/HME assets and long-lived assets included decreases of
$7,990,000
and
$508,000
due to the goodwill and intangible asset impairment write-offs, respectively, in
2011
.
|
|
2011
|
|
2010
|
|
2009
|
||||||
North America/HME
|
|
|
|
|
|
||||||
Lifestyle Products
|
$
|
302,043
|
|
|
$
|
303,798
|
|
|
$
|
296,068
|
|
Mobility and Seating
|
278,113
|
|
|
288,756
|
|
|
283,214
|
|
|||
Respiratory Therapy
|
133,273
|
|
|
111,242
|
|
|
133,821
|
|
|||
Other(1)
|
33,353
|
|
|
34,645
|
|
|
33,915
|
|
|||
|
$
|
746,782
|
|
|
$
|
738,441
|
|
|
$
|
747,018
|
|
Invacare Supply Group
|
|
|
|
|
|
||||||
Distributed
|
$
|
299,491
|
|
|
$
|
297,517
|
|
|
$
|
280,295
|
|
Institutional Products Group
|
|
|
|
|
|
||||||
Continuing Care
|
$
|
101,889
|
|
|
$
|
88,261
|
|
|
$
|
89,423
|
|
Other(1)
|
22,232
|
|
|
9,158
|
|
|
$
|
1,383
|
|
||
|
$
|
124,121
|
|
|
$
|
97,419
|
|
|
$
|
90,806
|
|
Europe
|
|
|
|
|
|
||||||
Lifestyle Products
|
$
|
293,425
|
|
|
$
|
289,577
|
|
|
$
|
285,253
|
|
Mobility and Seating
|
209,732
|
|
|
183,271
|
|
|
185,186
|
|
|||
Respiratory Therapy
|
27,866
|
|
|
20,493
|
|
|
17,137
|
|
|||
Other(1)
|
13,514
|
|
|
12,728
|
|
|
15,508
|
|
|||
|
$
|
544,537
|
|
|
$
|
506,069
|
|
|
$
|
503,084
|
|
Asia/Pacific
|
|
|
|
|
|
||||||
Mobility and Seating
|
$
|
36,483
|
|
|
$
|
38,226
|
|
|
$
|
31,428
|
|
Lifestyle Products
|
20,151
|
|
|
21,216
|
|
|
28,363
|
|
|||
Respiratory Therapy
|
682
|
|
|
1,021
|
|
|
626
|
|
|||
Other(1)
|
28,883
|
|
|
22,172
|
|
|
11,516
|
|
|||
|
$
|
86,199
|
|
|
$
|
82,635
|
|
|
$
|
71,933
|
|
Total Consolidated
|
$
|
1,801,130
|
|
|
$
|
1,722,081
|
|
|
$
|
1,693,136
|
|
(1)
|
Includes various services, including repair services, equipment rentals and external contracting.
|
|
The
Company
(Parent)
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
379,570
|
|
|
$
|
776,105
|
|
|
$
|
746,359
|
|
|
$
|
(100,904
|
)
|
|
$
|
1,801,130
|
|
Cost of products sold
|
276,164
|
|
|
604,102
|
|
|
503,050
|
|
|
(100,664
|
)
|
|
1,282,652
|
|
|||||
Gross Profit
|
103,406
|
|
|
172,003
|
|
|
243,309
|
|
|
(240
|
)
|
|
518,478
|
|
|||||
Selling, general and administrative expenses
|
131,145
|
|
|
53,884
|
|
|
182,510
|
|
|
54,560
|
|
|
422,099
|
|
|||||
Charge related to restructuring activities
|
3,854
|
|
|
762
|
|
|
5,977
|
|
|
—
|
|
|
10,593
|
|
|||||
Loss on debt extinguishment including debt finance charges and associated fees
|
24,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,200
|
|
|||||
Asset write-downs to intangibles and investments
|
5,531
|
|
|
3,592
|
|
|
40,357
|
|
|
—
|
|
|
49,480
|
|
|||||
Income (loss) from equity investee
|
58,155
|
|
|
3,364
|
|
|
1,523
|
|
|
(63,042
|
)
|
|
—
|
|
|||||
Interest expense—net
|
38
|
|
|
3,056
|
|
|
3,425
|
|
|
—
|
|
|
6,519
|
|
|||||
Earnings (loss) before Income Taxes
|
(3,207
|
)
|
|
114,073
|
|
|
12,563
|
|
|
(117,842
|
)
|
|
5,587
|
|
|||||
Income taxes
|
906
|
|
|
76
|
|
|
8,718
|
|
|
—
|
|
|
9,700
|
|
|||||
Net Earnings (loss)
|
$
|
(4,113
|
)
|
|
$
|
113,997
|
|
|
$
|
3,845
|
|
|
$
|
(117,842
|
)
|
|
$
|
(4,113
|
)
|
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
403,227
|
|
|
$
|
723,402
|
|
|
$
|
693,463
|
|
|
$
|
(98,011
|
)
|
|
$
|
1,722,081
|
|
Cost of products sold
|
283,859
|
|
|
563,837
|
|
|
462,776
|
|
|
(98,032
|
)
|
|
1,212,440
|
|
|||||
Gross Profit
|
119,368
|
|
|
159,565
|
|
|
230,687
|
|
|
21
|
|
|
509,641
|
|
|||||
Selling, general and administrative expenses
|
132,177
|
|
|
70,902
|
|
|
169,114
|
|
|
39,320
|
|
|
411,513
|
|
|||||
Loss on debt extinguishment including debt finance charges and associated fees
|
40,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,164
|
|
|||||
Income (loss) from equity investee
|
97,602
|
|
|
37,438
|
|
|
(591
|
)
|
|
(134,449
|
)
|
|
—
|
|
|||||
Interest expense—net
|
16,208
|
|
|
729
|
|
|
2,986
|
|
|
—
|
|
|
19,923
|
|
|||||
Earnings (loss) before Income Taxes
|
28,421
|
|
|
125,372
|
|
|
57,996
|
|
|
(173,748
|
)
|
|
38,041
|
|
|||||
Income taxes
|
3,080
|
|
|
—
|
|
|
9,620
|
|
|
—
|
|
|
12,700
|
|
|||||
Net Earnings (loss)
|
$
|
25,341
|
|
|
$
|
125,372
|
|
|
$
|
48,376
|
|
|
$
|
(173,748
|
)
|
|
$
|
25,341
|
|
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
388,141
|
|
|
$
|
707,618
|
|
|
$
|
681,374
|
|
|
$
|
(83,997
|
)
|
|
$
|
1,693,136
|
|
Cost of products sold
|
275,089
|
|
|
555,503
|
|
|
453,464
|
|
|
(84,114
|
)
|
|
1,199,942
|
|
|||||
Gross Profit
|
113,052
|
|
|
152,115
|
|
|
227,910
|
|
|
117
|
|
|
493,194
|
|
|||||
Selling, general and administrative expenses
|
16,813
|
|
|
118,940
|
|
|
156,791
|
|
|
106,102
|
|
|
398,646
|
|
|||||
Charge related to restructuring activities
|
301
|
|
|
60
|
|
|
4,145
|
|
|
—
|
|
|
4,506
|
|
|||||
Loss on debt extinguishment including debt finance charges and associated fees
|
2,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,878
|
|
|||||
Asset write-downs to intangibles and investments
|
8,409
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,409
|
|
|||||
Income (loss) from equity investee
|
(22,580
|
)
|
|
25,508
|
|
|
(13,445
|
)
|
|
10,517
|
|
|
—
|
|
|||||
Interest expense (income)—net
|
27,021
|
|
|
(2,897
|
)
|
|
7,352
|
|
|
—
|
|
|
31,476
|
|
|||||
Earnings (loss) before Income Taxes
|
35,050
|
|
|
61,520
|
|
|
46,177
|
|
|
(95,468
|
)
|
|
47,279
|
|
|||||
Income taxes (benefit)
|
(6,129
|
)
|
|
99
|
|
|
12,130
|
|
|
—
|
|
|
6,100
|
|
|||||
Net Earnings (loss)
|
$
|
41,179
|
|
|
$
|
61,421
|
|
|
$
|
34,047
|
|
|
$
|
(95,468
|
)
|
|
$
|
41,179
|
|
|
The
Company
(Parent)
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
3,642
|
|
|
$
|
2,104
|
|
|
$
|
29,178
|
|
|
$
|
—
|
|
|
$
|
34,924
|
|
Trade receivables, net
|
83,522
|
|
|
74,161
|
|
|
90,291
|
|
|
—
|
|
|
247,974
|
|
|||||
Installment receivables, net
|
—
|
|
|
1,180
|
|
|
5,491
|
|
|
—
|
|
|
6,671
|
|
|||||
Inventories, net
|
45,937
|
|
|
49,336
|
|
|
99,006
|
|
|
(1,518
|
)
|
|
192,761
|
|
|||||
Deferred income taxes
|
422
|
|
|
45
|
|
|
1,153
|
|
|
—
|
|
|
1,620
|
|
|||||
Other current assets
|
10,171
|
|
|
6,517
|
|
|
33,812
|
|
|
(5,680
|
)
|
|
44,820
|
|
|||||
Total Current Assets
|
143,694
|
|
|
133,343
|
|
|
258,931
|
|
|
(7,198
|
)
|
|
528,770
|
|
|||||
Investment in subsidiaries
|
1,560,693
|
|
|
524,800
|
|
|
—
|
|
|
(2,085,493
|
)
|
|
—
|
|
|||||
Intercompany advances, net
|
79,598
|
|
|
846,829
|
|
|
200,157
|
|
|
(1,126,584
|
)
|
|
—
|
|
|||||
Other Assets
|
40,813
|
|
|
698
|
|
|
1,136
|
|
|
—
|
|
|
42,647
|
|
|||||
Other Intangibles
|
821
|
|
|
26,838
|
|
|
55,661
|
|
|
—
|
|
|
83,320
|
|
|||||
Property and Equipment, net
|
45,459
|
|
|
17,770
|
|
|
66,483
|
|
|
—
|
|
|
129,712
|
|
|||||
Goodwill
|
—
|
|
|
54,894
|
|
|
441,711
|
|
|
—
|
|
|
496,605
|
|
|||||
Total Assets
|
$
|
1,871,078
|
|
|
$
|
1,605,172
|
|
|
$
|
1,024,079
|
|
|
$
|
(3,219,275
|
)
|
|
$
|
1,281,054
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
73,948
|
|
|
$
|
18,078
|
|
|
$
|
56,779
|
|
|
$
|
—
|
|
|
$
|
148,805
|
|
Accrued expenses
|
37,708
|
|
|
21,038
|
|
|
79,529
|
|
|
(5,680
|
)
|
|
132,595
|
|
|||||
Accrued income taxes
|
508
|
|
|
—
|
|
|
987
|
|
|
—
|
|
|
1,495
|
|
|||||
Short-term debt and current maturities of long-term obligations
|
4,210
|
|
|
4
|
|
|
830
|
|
|
—
|
|
|
5,044
|
|
|||||
Total Current Liabilities
|
116,374
|
|
|
39,120
|
|
|
138,125
|
|
|
(5,680
|
)
|
|
287,939
|
|
|||||
Long-Term Debt
|
252,855
|
|
|
227
|
|
|
7,358
|
|
|
—
|
|
|
260,440
|
|
|||||
Other Long-Term Obligations
|
47,873
|
|
|
7,312
|
|
|
50,965
|
|
|
—
|
|
|
106,150
|
|
|||||
Intercompany advances, net
|
827,451
|
|
|
210,005
|
|
|
89,128
|
|
|
(1,126,584
|
)
|
|
—
|
|
|||||
Total Shareholders’ Equity
|
626,525
|
|
|
1,348,508
|
|
|
738,503
|
|
|
(2,087,011
|
)
|
|
626,525
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,871,078
|
|
|
$
|
1,605,172
|
|
|
$
|
1,024,079
|
|
|
$
|
(3,219,275
|
)
|
|
$
|
1,281,054
|
|
|
The
Company
(Parent)
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4,036
|
|
|
$
|
2,476
|
|
|
$
|
41,950
|
|
|
$
|
—
|
|
|
$
|
48,462
|
|
Trade receivables, net
|
95,673
|
|
|
68,504
|
|
|
87,827
|
|
|
—
|
|
|
252,004
|
|
|||||
Installment receivables, net
|
—
|
|
|
876
|
|
|
3,083
|
|
|
—
|
|
|
3,959
|
|
|||||
Inventories, net
|
72,499
|
|
|
39,299
|
|
|
63,873
|
|
|
(1,296
|
)
|
|
174,375
|
|
|||||
Deferred income taxes
|
3,289
|
|
|
—
|
|
|
2,489
|
|
|
—
|
|
|
5,778
|
|
|||||
Other current assets
|
12,274
|
|
|
6,895
|
|
|
27,685
|
|
|
(5,273
|
)
|
|
41,581
|
|
|||||
Total Current Assets
|
187,771
|
|
|
118,050
|
|
|
226,907
|
|
|
(6,569
|
)
|
|
526,159
|
|
|||||
Investment in subsidiaries
|
1,489,732
|
|
|
594,690
|
|
|
—
|
|
|
(2,084,422
|
)
|
|
—
|
|
|||||
Intercompany advances, net
|
77,990
|
|
|
745,991
|
|
|
226,421
|
|
|
(1,050,402
|
)
|
|
—
|
|
|||||
Other Assets
|
42,782
|
|
|
1,881
|
|
|
821
|
|
|
—
|
|
|
45,484
|
|
|||||
Other Intangibles
|
1,241
|
|
|
8,590
|
|
|
61,080
|
|
|
—
|
|
|
70,911
|
|
|||||
Property and Equipment, net
|
46,791
|
|
|
12,093
|
|
|
71,879
|
|
|
—
|
|
|
130,763
|
|
|||||
Goodwill
|
5,023
|
|
|
34,388
|
|
|
467,672
|
|
|
—
|
|
|
507,083
|
|
|||||
Total Assets
|
$
|
1,851,330
|
|
|
$
|
1,515,683
|
|
|
$
|
1,054,780
|
|
|
$
|
(3,141,393
|
)
|
|
$
|
1,280,400
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
73,468
|
|
|
$
|
14,923
|
|
|
$
|
55,362
|
|
|
$
|
—
|
|
|
$
|
143,753
|
|
Accrued expenses
|
39,090
|
|
|
20,690
|
|
|
75,572
|
|
|
(5,273
|
)
|
|
130,079
|
|
|||||
Accrued income taxes
|
5,633
|
|
|
—
|
|
|
2,869
|
|
|
—
|
|
|
8,502
|
|
|||||
Short-term debt and current maturities of long-term obligations
|
7,149
|
|
|
83
|
|
|
742
|
|
|
—
|
|
|
7,974
|
|
|||||
Total Current Liabilities
|
125,340
|
|
|
35,696
|
|
|
134,545
|
|
|
(5,273
|
)
|
|
290,308
|
|
|||||
Long-Term Debt
|
217,164
|
|
|
—
|
|
|
20,926
|
|
|
—
|
|
|
238,090
|
|
|||||
Other Long-Term Obligations
|
48,645
|
|
|
1,123
|
|
|
49,823
|
|
|
—
|
|
|
99,591
|
|
|||||
Intercompany advances, net
|
807,770
|
|
|
180,743
|
|
|
61,889
|
|
|
(1,050,402
|
)
|
|
—
|
|
|||||
Total Shareholders’ Equity
|
652,411
|
|
|
1,298,121
|
|
|
787,597
|
|
|
(2,085,718
|
)
|
|
652,411
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
1,851,330
|
|
|
$
|
1,515,683
|
|
|
$
|
1,054,780
|
|
|
$
|
(3,141,393
|
)
|
|
$
|
1,280,400
|
|
|
The
Company
(Parent)
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided (Used) by Operating Activities
|
$
|
38,724
|
|
|
$
|
49,396
|
|
|
$
|
65,516
|
|
|
$
|
(54,558
|
)
|
|
$
|
99,078
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(6,887
|
)
|
|
(5,316
|
)
|
|
(9,957
|
)
|
|
—
|
|
|
(22,160
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
16
|
|
|
48
|
|
|
—
|
|
|
64
|
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(42,430
|
)
|
|
—
|
|
|
—
|
|
|
(42,430
|
)
|
|||||
Other long-term assets
|
(731
|
)
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(724
|
)
|
|||||
Other
|
(219
|
)
|
|
73
|
|
|
133
|
|
|
—
|
|
|
(13
|
)
|
|||||
Net Cash Used for Investing Activities
|
(7,837
|
)
|
|
(47,657
|
)
|
|
(9,769
|
)
|
|
—
|
|
|
(65,263
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolving lines of credit and long-term borrowings
|
450,595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450,595
|
|
|||||
Payments on revolving lines of credit and long-term borrowings
|
(438,766
|
)
|
|
(2,111
|
)
|
|
(13,690
|
)
|
|
—
|
|
|
(454,567
|
)
|
|||||
Proceeds from exercise of stock options
|
4,139
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,139
|
|
|||||
Payment of financing costs
|
(24,113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,113
|
)
|
|||||
Payment of dividends
|
(1,588
|
)
|
|
—
|
|
|
(54,558
|
)
|
|
54,558
|
|
|
(1,588
|
)
|
|||||
Purchase of treasury stock
|
(21,548
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,548
|
)
|
|||||
Net Cash Provided (Used) by Financing Activities
|
(31,281
|
)
|
|
(2,111
|
)
|
|
(68,248
|
)
|
|
54,558
|
|
|
(47,082
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|
(271
|
)
|
|||||
Decrease in cash and cash equivalents
|
(394
|
)
|
|
(372
|
)
|
|
(12,772
|
)
|
|
—
|
|
|
(13,538
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
4,036
|
|
|
2,476
|
|
|
41,950
|
|
|
—
|
|
|
48,462
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
3,642
|
|
|
$
|
2,104
|
|
|
$
|
29,178
|
|
|
$
|
—
|
|
|
$
|
34,924
|
|
|
The
Company
(Parent)
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided (Used) by Operating Activities
|
$
|
101,658
|
|
|
$
|
15,427
|
|
|
$
|
44,442
|
|
|
$
|
(39,320
|
)
|
|
$
|
122,207
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(7,281
|
)
|
|
(1,567
|
)
|
|
(8,505
|
)
|
|
—
|
|
|
(17,353
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(13,725
|
)
|
|
—
|
|
|
—
|
|
|
(13,725
|
)
|
|||||
Other long-term assets
|
291
|
|
|
(11
|
)
|
|
521
|
|
|
—
|
|
|
801
|
|
|||||
Other
|
153
|
|
|
(174
|
)
|
|
(355
|
)
|
|
—
|
|
|
(376
|
)
|
|||||
Net Cash Used for Investing Activities
|
(6,837
|
)
|
|
(15,477
|
)
|
|
(8,303
|
)
|
|
—
|
|
|
(30,617
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolving lines of credit and long-term borrowings
|
689,022
|
|
|
—
|
|
|
19,720
|
|
|
—
|
|
|
708,742
|
|
|||||
Payments on revolving lines of credit and long-term borrowings
|
(751,660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(751,660
|
)
|
|||||
Proceeds from exercise of stock options
|
2,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,912
|
|
|||||
Payment of financing costs
|
(30,329
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,329
|
)
|
|||||
Payment of dividends
|
(1,612
|
)
|
|
—
|
|
|
(39,320
|
)
|
|
39,320
|
|
|
(1,612
|
)
|
|||||
Purchase of treasury stock
|
(5,687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,687
|
)
|
|||||
Net Cash Provided (Used) by Financing Activities
|
(97,354
|
)
|
|
—
|
|
|
(19,600
|
)
|
|
39,320
|
|
|
(77,634
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(2,995
|
)
|
|
—
|
|
|
(2,995
|
)
|
|||||
Increase (Decrease) in cash and cash equivalents
|
(2,533
|
)
|
|
(50
|
)
|
|
13,544
|
|
|
—
|
|
|
10,961
|
|
|||||
Cash and cash equivalents at beginning of year
|
6,569
|
|
|
2,526
|
|
|
28,406
|
|
|
—
|
|
|
37,501
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
4,036
|
|
|
$
|
2,476
|
|
|
$
|
41,950
|
|
|
$
|
—
|
|
|
$
|
48,462
|
|
|
The
Company
(Parent)
|
|
Combined
Guarantor
Subsidiaries
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided (Used) by Operating Activities
|
$
|
154,367
|
|
|
$
|
1,823
|
|
|
$
|
105,575
|
|
|
$
|
(106,102
|
)
|
|
$
|
155,663
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property and equipment
|
(6,733
|
)
|
|
(1,875
|
)
|
|
(9,391
|
)
|
|
—
|
|
|
(17,999
|
)
|
|||||
Proceeds from sale of property and equipment
|
5
|
|
|
—
|
|
|
1,158
|
|
|
—
|
|
|
1,163
|
|
|||||
Other long-term assets
|
737
|
|
|
(122
|
)
|
|
(14
|
)
|
|
—
|
|
|
601
|
|
|||||
Other
|
(579
|
)
|
|
416
|
|
|
(284
|
)
|
|
—
|
|
|
(447
|
)
|
|||||
Net Cash Used for Investing Activities
|
(6,570
|
)
|
|
(1,581
|
)
|
|
(8,531
|
)
|
|
—
|
|
|
(16,682
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolving lines of credit and long-term borrowings
|
400,123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,123
|
|
|||||
Payments on revolving lines of credit and long-term borrowings
|
(552,294
|
)
|
|
—
|
|
|
(1,142
|
)
|
|
—
|
|
|
(553,436
|
)
|
|||||
Proceeds from exercise of stock options
|
1,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,628
|
|
|||||
Payment of dividends
|
(1,605
|
)
|
|
—
|
|
|
(106,102
|
)
|
|
106,102
|
|
|
(1,605
|
)
|
|||||
Net Cash Provided (Used) by Financing Activities
|
(152,148
|
)
|
|
—
|
|
|
(107,244
|
)
|
|
106,102
|
|
|
(153,290
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
4,294
|
|
|
—
|
|
|
4,294
|
|
|||||
Increase (Decrease) in cash and cash equivalents
|
(4,351
|
)
|
|
242
|
|
|
(5,906
|
)
|
|
—
|
|
|
(10,015
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
10,920
|
|
|
2,284
|
|
|
34,312
|
|
|
—
|
|
|
47,516
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
6,569
|
|
|
$
|
2,526
|
|
|
$
|
28,406
|
|
|
$
|
—
|
|
|
$
|
37,501
|
|
|
QUARTER ENDED
(In thousands, except per share data)
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2011
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
428,498
|
|
|
$
|
466,412
|
|
|
$
|
456,519
|
|
|
$
|
449,701
|
|
Gross profit
|
123,006
|
|
|
134,918
|
|
|
131,077
|
|
|
129,477
|
|
||||
Earnings before income taxes
|
10,004
|
|
|
8,261
|
|
|
17,150
|
|
|
(29,828
|
)
|
||||
Net earnings (loss)
|
7,454
|
|
|
10,661
|
|
|
12,800
|
|
|
(35,028
|
)
|
||||
Net earnings (loss) per share—basic
|
0.23
|
|
|
0.33
|
|
|
0.40
|
|
|
(1.10
|
)
|
||||
Net earnings (loss) per share—assuming dilution
|
0.23
|
|
|
0.32
|
|
|
0.40
|
|
|
(1.10
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2010
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
402,240
|
|
|
$
|
430,828
|
|
|
$
|
437,476
|
|
|
$
|
451,537
|
|
Gross profit
|
117,713
|
|
|
126,490
|
|
|
131,567
|
|
|
133,871
|
|
||||
Earnings before income taxes
|
5,306
|
|
|
2,414
|
|
|
20,923
|
|
|
9,398
|
|
||||
Net earnings
|
3,106
|
|
|
(611
|
)
|
|
15,598
|
|
|
7,248
|
|
||||
Net earnings per share—basic
|
0.10
|
|
|
(0.02
|
)
|
|
0.48
|
|
|
0.22
|
|
||||
Net earnings per share—assuming dilution
|
0.09
|
|
|
(0.02
|
)
|
|
0.48
|
|
|
0.22
|
|
|
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, 2011
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts—
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
30,168
|
|
|
$
|
11,460
|
|
|
$
|
(9,408
|
)
|
(A)
|
$
|
32,220
|
|
Inventory obsolescence reserve
|
14,242
|
|
|
3,885
|
|
|
(3,890
|
)
|
(B)
|
14,237
|
|
||||
Tax valuation allowances
|
81,981
|
|
|
37
|
|
|
10,525
|
|
(D)
|
92,543
|
|
||||
Accrued warranty cost
|
18,252
|
|
|
13,658
|
|
|
(12,068
|
)
|
(B)
|
19,842
|
|
||||
Accrued product liability
|
24,160
|
|
|
8,917
|
|
|
(11,329
|
)
|
(C)
|
21,748
|
|
||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts—
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
28,075
|
|
|
$
|
16,979
|
|
|
$
|
(14,886
|
)
|
(A)
|
$
|
30,168
|
|
Inventory obsolescence reserve
|
15,009
|
|
|
5,350
|
|
|
(6,117
|
)
|
(B)
|
14,242
|
|
||||
Tax valuation allowances
|
65,050
|
|
|
4,526
|
|
|
12,405
|
|
(D)
|
81,981
|
|
||||
Accrued warranty cost
|
21,506
|
|
|
6,427
|
|
|
(9,681
|
)
|
(B)
|
18,252
|
|
||||
Accrued product liability
|
23,989
|
|
|
8,523
|
|
|
(8,352
|
)
|
(C)
|
24,160
|
|
||||
Year Ended December 31, 2009
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts—
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
23,090
|
|
|
$
|
19,281
|
|
|
$
|
(14,296
|
)
|
(A)
|
$
|
28,075
|
|
Inventory obsolescence reserve
|
12,419
|
|
|
6,497
|
|
|
(3,907
|
)
|
(B)
|
15,009
|
|
||||
Tax valuation allowances
|
75,507
|
|
|
6,275
|
|
|
(16,732
|
)
|
(D)
|
65,050
|
|
||||
Accrued warranty cost
|
16,798
|
|
|
14,112
|
|
|
(9,404
|
)
|
(B)
|
21,506
|
|
||||
Accrued product liability
|
23,758
|
|
|
7,880
|
|
|
(7,649
|
)
|
(C)
|
23,989
|
|
|
|
|
INVACARE CORPORATION
|
||
THE “CORPORATION”
|
||
|
|
|
By
|
|
|
Its:
|
|
|
|
||
“INDEMNITEE”
|
||
|
|
|
Person
|
|
Position
|
|
Date of Agreement
|
A. Malachi Mixon, III
|
|
Chairman of the Board and Director
|
|
May 24, 2001
|
Gerald B. Blouch
|
|
President & Chief Executive Officer and Director
|
|
May 24, 2001
|
Joseph B. Richey, II
|
|
President - Invacare Technologies, Senior Vice President - Electronics and Design Engineering and Director
|
|
May 24, 2001
|
Louis F.J. Slangen
|
|
Senior Vice President - Corporate Marketing and Chief Product Officer
|
|
May 24, 2001
|
Robert K. Gudbranson
|
|
Senior Vice President and Chief Financial Officer
|
|
April 1, 2008
|
Anthony C. LaPlaca
|
|
Senior Vice President and General Counsel
|
|
December 29, 2008
|
Patricia A. Stumpp
|
|
Senior Vice President - Human Resources
|
|
September 1, 2009
|
Carl E. Will
|
|
Senior Vice President - Global Commercial Operations
|
|
November 19, 2010
|
James C. Boland
|
|
Director
|
|
May 24, 2001
|
Michael F. Delaney
|
|
Director
|
|
May 24, 2001
|
Dan T. Moore, III
|
|
Director
|
|
May 24, 2001
|
William M. Weber
|
|
Director
|
|
May 24, 2001
|
Dr. C. Martin Harris
|
|
Director
|
|
January 24, 2003
|
Dale C. LaPorte
|
|
Director
|
|
February 12, 2009
|
Charles S. Robb
|
|
Director
|
|
March 1, 2010
|
James L. Jones
|
|
Director
|
|
December 1, 2010
|
Baiju R. Shah
|
|
Director
|
|
May 19, 2011
|
Ellen O. Tauscher
|
|
Director
|
|
Februrary 9, 2012
|
Title:
|
Attorney-In-Fact, by Power of Attorney dated October 21, 2010
|
INVACARE CORPORATION
, an Ohio corporation
By: /s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Treasurer
|
PNC BANK, NATIONAL ASSOCIATION
, as Administrative Agent
By: /s/ Renee M. Bonnell
Name: Renee M. Bonnell
Title: Vice President
|
ARTICLE I
|
1
|
INTRODUCTION
|
1
|
1.1
|
Name of Plan.
1
|
1.2
|
Purposes of Plan.
1
|
1.3
|
Effective Date.
1
|
ARTICLE II
|
1
|
DEFINITIONS AND CONSTRUCTION
|
1
|
2.1
|
Definitions.
1
|
ARTICLE III
|
3
|
PARTICIPATION AND ELIGIBILITY
|
3
|
3.1
|
Eligible Directors.
3
|
3.2
|
Participation.
3
|
ARTICLE IV
|
3
|
CONTRIBUTIONS AND VESTING
|
3
|
4.1
|
Deferrals by Participants.
3
|
4.2
|
Election of Deferral Periods.
3
|
4.3
|
Modification or Revocation of Election by Participant.
3
|
4.4
|
Suspension of Contributions.
4
|
4.5
|
Vesting.
4
|
ARTICLE V
|
4
|
ACCOUNTS
|
4
|
5.1
|
Establishment of Bookkeeping Accounts.
4
|
5.2
|
Subaccounts.
4
|
5.3
|
Earnings Elections.
4
|
5.4
|
Hypothetical Accounts and Creditor Status of Participants.
5
|
5.5
|
Investments.
6
|
ARTICLE VI
|
6
|
PAYMENT OF ACCOUNT
|
6
|
6.1
|
Timing and Form of Distribution of Accounts.
6
|
6.2
|
Adjustment for Investment Gains and Losses Upon a Distribution.
7
|
6.3
|
Designation of Beneficiaries.
7
|
6.4
|
No Beneficiary Designation.
7
|
6.5
|
Withdrawals for Unforeseeable Emergency.
7
|
6.6
|
Withholding.
8
|
ARTICLE VII
|
8
|
ADMINISTRATION
|
8
|
7.1
|
Committee.
8
|
7.2
|
Indemnification of Committee.
8
|
ARTICLE VIII
|
8
|
AMENDMENT AND TERMINATION
|
8
|
8.1
|
Power to Amend or Terminate.
8
|
8.2
|
Distribution Upon Plan Termination.
8
|
ARTICLE IX
|
9
|
MISCELLANEOUS
|
9
|
9.1
|
Non-Assignability of Benefits.
9
|
9.2
|
Governing Laws.
9
|
9.3
|
Miscellaneous.
9
|
9.4
|
Entire Agreement; Severability.
9
|
9.5
|
No Guaranty of Tax Consequences.
9
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ARTICLE I
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|
1.
|
Name of Plan.
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2.
|
Purposes of Plan.
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3.
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Effective Date.
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ARTICLE II
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1.
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Definitions.
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(a)
|
“Account” means the bookkeeping account or accounts maintained by the Company to reflect the Participant's Deferrals for all Deferral Periods, together with all earnings, gains and losses thereon, but shall be divided into such subaccounts as are needed to administer the Plan.
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(b)
|
“Beneficiary” means the person or persons designated by the Participant in accordance with Section 6.3 or, in the absence of an effective designation, the person or entity described in Section 6.4.
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(c)
|
“Committee” means the Compensation Committee of the Board, which shall administer the Plan in accordance with Section 7.1
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(d)
|
“DC Plus Plan” means the Invacare Corporation Deferred Compensation Plus Plan.
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(e)
|
“Deferral Period” means the period of time for which a Participant elects to defer the receipt of Fees with respect to a specific Plan Year, and shall always end on a January 1.
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(f)
|
“Deferrals” means the total amount deferred by a Participant with respect to a Plan Year.
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(g)
|
“Fees” means the annual retainer payable to a Director for his or her services rendered to the Company, as well as additional fees paid for serving as a committee chairperson at any time during the year, but shall not include separate or ad hoc meeting fees or fees for serving as the chairperson of a special or ad hoc committee.
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(h)
|
“Participant” means each Director who has become a Participant pursuant to Article III and who retains an Account under this Plan.
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(i)
|
“Participation and Deferral Election Form” means the written agreement pursuant to which the Participant elects to participate in the Plan and makes certain other elections, as set forth in Section 3.2.
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(j)
|
“Separation” means the good-faith and complete termination of the contractual relationship between the Director and the Company within the meaning of Code Section 409A, whether resulting from resignation, expiration of the Director's term as Director without re-election to the Board or otherwise.
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(k)
|
“Shareholder Approved Plan” means the Invacare Corporation Amended and Restated 2003 Performance Plan, or any similar equity compensation plan of the Company that is adopted by the Company for the purpose of superseding or replacing the Invacare Corporation Amended and Restated 2003 Performance Plan, which plan has been approved by the shareholders of the Company in accordance with applicable law and stock exchange rules.
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(l)
|
“Valuation Date” means the last business day of each calendar quarter.
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ARTICLE III
|
|
1.
|
Eligible Directors.
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2.
|
Participation.
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ARTICLE IV
|
|
1.
|
Deferrals by Participants.
|
2.
|
Election of Deferral Periods.
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3.
|
Modification or Revocation of Election by Participant.
|
4.
|
Suspension of Contributions.
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5.
|
Vesting.
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ARTICLE V
|
|
1.
|
Establishment of Bookkeeping Accounts.
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2.
|
Subaccounts.
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3.
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Earnings Elections.
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(i)
|
An interest-bearing subaccount providing for interest at a rate specified by the Committee from time to time. As of the Effective Date, the interest rate shall be 0% compounded annually; or
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(ii)
|
A stock unit subaccount under which the Participant shall be credited with a number of full and partial stock units (calculated to the nearest hundredths of a share) equal to the amount of the Participant's Deferrals divided by the closing price of one common share of Invacare Corporation at the close of business on the day the Deferral otherwise would have been paid (or the next preceding trading day if such day is not a trading day). In addition, the stock unit subaccount shall be credited from time to time with a number of additional stock units equal to the number of shares that would have been purchased by any dividends that would have been paid on the number of shares equivalent to such units on the date such dividends are paid. All such units shall be calculated to the nearest hundredths of a share.
|
4.
|
Hypothetical Accounts and Creditor Status of Participants.
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5.
|
Investments.
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ARTICLE VI
|
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1.
|
Timing and Form of Distribution of Accounts.
|
(a)
|
Distribution of a Participant's Deferrals for a Plan Year shall be made in a single lump sum on the next business day after the end of the Deferral Period, or as soon as practicable thereafter.
|
(b)
|
All Deferrals allocated to subaccounts other than a Participant's stock unit subaccount shall be paid in cash. All Deferrals allocated to a Participant's stock unit subaccount for a Deferral Period pursuant to Section 5.3 that are distributable upon expiration of such Deferral Period shall be paid in an equivalent number of fully paid and non-assessable common shares of Invacare Corporation; provided, however, that any partial shares attributable to any distribution shall be rounded up or down to the nearest whole share.
|
(c)
|
Notwithstanding anything herein to the contrary, in the event a Participant should die, whether before or after his or her Separation, all amounts credited to his or her Account shall be paid to the Participant's Beneficiary in a lump sum in the form it otherwise would have been paid to the Participant within ninety (90) days of the date of death; provided that if death occurs in the last calendar quarter of the year, distribution shall be made in the first quarter of the following year.
|
2.
|
Valuation Upon a Distribution.
|
3.
|
Designation of Beneficiaries.
|
4.
|
No Beneficiary Designation.
|
(a)
|
The Participant's surviving spouse;
|
(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;
|
(d)
|
The Participant's estate.
|
5.
|
Withdrawals for Unforeseeable Emergency.
|
6.
|
Withholding.
|
1.
|
Committee.
|
2.
|
Indemnification of Committee.
|
1.
|
Power to Amend or Terminate.
|
2.
|
Distribution Upon Plan Termination.
|
1.
|
Non-Assignability of Benefits.
|
2.
|
Governing Laws.
|
3.
|
Miscellaneous.
|
4.
|
Entire Agreement; Severability.
|
5.
|
No Guaranty of Tax Consequences.
|
|
|
/s/ Patricia Stumpp
|
|
|
Patricia Stumpp
Senior Vice President - Human Resources
|
Date:
|
November 18, 2011
|
|
1
|
6123449 Canada, Inc., a Canadian corporation and wholly owned subsidiary.
|
2
|
Adaptive Switch Laboratories, Inc., a Texas corporation and wholly owned subsidiary.
|
3
|
Alber GmbH Wurenlos, a Swiss corporation and wholly owned subsidiary.
|
4
|
Altimate Medical, Inc., a Minnesota corporation and wholly owned subsidiary.
|
5
|
Aquatec Operations GmbH, a German limited liability company.
|
6
|
Carroll Healthcare General Partner Inc., an Ontario, Canada corporation and wholly owned subsidiary.
|
7
|
Carroll Healthcare, Inc. and Ontario corporation and wholly owned subsidiary.
|
8
|
Carroll Healthcare, LP, an Ontario limited partnership and wholly owned subsidiary.
|
9
|
Champion Manufacturing Inc., a Delaware corporation and wholly owned subsidiary.
|
10
|
Dolomite AB, a Swedish corporation and wholly owned subsidiary.
|
11
|
Dynamic Connect (Suzhou) Hi-Tech Electronics Co., Ltd., a Chinese company and wholly owned subsidiary.
|
12
|
Dynamic Controls, a New Zealand corporation and wholly owned subsidiary.
|
13
|
Dynamic Europe Ltd., a UK corporation and wholly owned subsidiary.
|
14
|
Dynamic Medical Systems, Inc., a Nevada Corporation and wholly owned subsidiary.
|
15
|
Dynamic Suzhou Holdings New Zealand, a New Zealand corporation and wholly owned subsidiary.
|
16
|
Family Medical Supply LLC, a Delaware corporation and wholly owned subsidiary.
|
17
|
Freedom Designs, Inc., a California corporation and wholly owned subsidiary.
|
18
|
Garden City Medical Inc., a Delaware corporation and wholly owned subsidiary.
|
19
|
Home Health Equipment Pty Ltd, an Australian corporation and wholly owned subsidiary.
|
20
|
Invacare AB, a Swedish corporation and wholly owned subsidiary.
|
21
|
Invacare A/S, a Danish corporation and wholly owned subsidiary.
|
22
|
Invacare AS, a Norwegian corporation and wholly owned subsidiary.
|
23
|
Invacare GmbH, a German 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 Austria GmbH, an Austrian corporation and wholly owned subsidiary.
|
27
|
Invacare B.V., a Netherlands corporation and wholly owned subsidiary.
|
28
|
Invacare Canada General Partners Inc., a Canadian corporation and wholly owned subsidiary.
|
29
|
Invacare Canada LP, an Ontario, Canada partnership and wholly owned subsidiary.
|
30
|
Invacare Canadian Holdings, Inc., a Delaware corporation and wholly owned subsidiary.
|
31
|
Invacare Canadian Holdings, LLC, a Delaware corporation and wholly owned subsidiary.
|
32
|
Invacare Continuing Care, Inc., a Missouri corporation and wholly owned subsidiary.
|
33
|
Invacare Credit Corporation, an Ohio corporation and wholly owned subsidiary.
|
34
|
Invacare Dolomite AB, a Swedish corporation and wholly owned subsidiary.
|
35
|
Invacare (Deutschland) GmbH, a German corporation and wholly owned subsidiary.
|
36
|
Invacare EC-Hong A/S, a Danish corporation and wholly owned subsidiary.
|
37
|
Invacare Florida Corporation, a Delaware corporation and wholly owned subsidiary.
|
38
|
Invacare Florida Holdings, LLC, a Florida limited liability company and wholly owned subsidiary.
|
39
|
Invacare France Operations SAS, A French corporation and wholly owned subsidiary.
|
40
|
Invacare Germany Holding GmbH, a German corporation and wholly owned subsidiary.
|
41
|
Invacare HCS, LLC, an Ohio limited liability company and wholly owned subsidiary.
|
42
|
Invacare Holdings AS, a Norwegian corporation and wholly owned subsidiary.
|
43
|
Invacare Holdings C.V., a Netherlands wholly owned partnership subsidiary.
|
44
|
Invacare Holdings LLC, an Ohio limited liability corporation and wholly owned subsidiary.
|
45
|
Invacare Holdings New Zealand, a New Zealand corporation and wholly owned subsidiary.
|
46
|
Invacare Holdings Two AB, a Swedish corporation and wholly owned subsidiary.
|
47
|
Invacare Holdings Two B.V., a Netherlands corporation and wholly owned subsidiary.
|
48
|
Invacare Ireland Ltd., an Ireland corporation and wholly owned subsidiary.
|
49
|
Invacare International Corporation, an Ohio corporation and wholly owned subsidiary.
|
50
|
Invacare International SARL, a Swiss corporation and wholly owned subsidiary.
|
51
|
Invacare Limited, a UK corporation and wholly owned subsidiary.
|
52
|
Invacare Mauritius Holdings, a Republic of Mauritius company and wholly owned subsidiary.
|
53
|
Invacare MeccSan Srl, an Italian corporation and wholly owned subsidiary.
|
54
|
Invacare Medical Equipment (Suzhou) Company, Ltd., a Chinese company and wholly owned subsidiary.
|
55
|
Invacare New Zealand, a New Zealand corporation and wholly owned subsidiary.
|
56
|
Invacare NV, a Belgium corporation and wholly owned subsidiary.
|
57
|
Invacare Rehabilitation Equipment (Suzhou) Company, Ltd., a Chinese company and wholly owned subsidiary.
|
58
|
Invacare Poirier SAS, a French corporation and wholly owned subsidiary.
|
59
|
Invacare Portugal Lda., a Portugal company and wholly owned subsidiary.
|
60
|
Invacare (Portugal) II—Material Ortopudico, Lda., a Portugal company and wholly owned subsidiary.
|
61
|
Invacare Rea AB, a Swedish corporation and wholly owned subsidiary.
|
62
|
Invacare, S.A., a Spanish corporation and wholly owned subsidiary.
|
63
|
Invacare Supply Group, Inc., a Massachusetts corporation and wholly owned subsidiary.
|
64
|
Invacare Trading Company, Inc., a United States Territory of the Virgin Islands corporation and wholly owned subsidiary.
|
65
|
Invacare UK Operations Ltd., a UK corporation and wholly owned subsidiary.
|
66
|
Invamex S.A. de R.L. de C.V., a Mexican corporation and wholly owned subsidiary.
|
67
|
Invatection Insurance Company, a Vermont corporation and wholly owned subsidiary.
|
68
|
Kuschall AG, a Switzerland corporation and wholly owned subsidiary.
|
69
|
Medbloc, Inc., a Delaware corporation and wholly owned subsidiary.
|
70
|
Motion Concepts, L.P., an Ontario wholly owned limited partnership.
|
71
|
Perpetual Motion Enterprises Limited, an Ontario corporation and wholly owned subsidiary.
|
72
|
RoadRunner Mobility, Inc., a Texas corporation and wholly owned subsidiary.
|
73
|
Scandinavian Mobility International ApS, a Danish corporation and wholly owned subsidiary.
|
74
|
SCI Des Hautes Roches, a French partnership and wholly owned subsidiary.
|
75
|
Specialty Medical Equipment LLC, a Massachusetts limited liability company and wholly owned subsidiary.
|
76
|
The Aftermarket Group, Inc., a Delaware corporation and wholly owned subsidiary.
|
77
|
The Helixx, Inc., an Ohio corporation and wholly owned subsidiary.
|
78
|
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-8, No. 333-161109) dated August 6, 2009 pertaining to the Invacare Corporation stock option plans;
|
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.
|
|
|
INVACARE CORPORATION
|
|
|
|
|
|
/s/ G
ERALD
B. B
LOUCH
|
|
|
Gerald B. Blouch
Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
February 27, 2012
|
|
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.
|
|
|
INVACARE CORPORATION
|
|
|
|
|
|
/s/ ROBERT K. GUDBRANSON
|
|
|
Robert K. Gudbranson
Chief Financial Officer
(Principal Financial Officer)
|
Date:
|
February 27, 2012
|
|
(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.
|
|
|
/s/ G
ERALD
B. B
LOUCH
|
|
|
Gerald B. Blouch
Chief Executive Officer
|
Date:
|
February 27, 2012
|
|
(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.
|
|
|
/s/ ROBERT K. GUDBRANSON
|
|
|
Robert K. Gudbranson
Chief Financial Officer
|
Date:
|
February 27, 2012
|
|