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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
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New York Stock Exchange
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Large Accelerated filer
¨
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Accelerated filer
ý
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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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16
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•
|
Power Wheelchairs
.
Invacare designs, manufactures and distributes complex power wheelchairs for individuals who require powered mobility. The range includes products that can be highly customized to meet an individual user's needs, as well as products that are inherently versatile and meet a broad range of requirements. Center-wheel drive power wheelchair lines are marketed under the Invacare
®
TDX
®
brand name as well as the Motion Concepts
®
ROVI
®
X3 Power Base. The TDX line of power wheelchairs offers a combination of power, stability and maneuverability including the
|
•
|
Custom Manual Wheelchairs
. Invacare designs, manufactures and markets a range of custom manual wheelchairs and recreational products for independent everyday use, outdoor recreation, casual and competitive sports, such as basketball, racing and tennis. These products are marketed under the Invacare
®
and Invacare
®
Top End
®
brand names. The company also has a premiere line of lightweight aesthetically stylish custom manual wheelchairs designed and manufactured in Switzerland under the Küschall
®
brand. These custom manual wheelchairs provide a wide range of mobility solutions for everyday activities. The company’s competitive advantages include a wide range of features and functionality and the ability to build purposeful custom wheelchairs, as well as wheelchairs that collapse to fit into very small spaces for ease of transportability.
|
•
|
Seating and Positioning Products
. At the core of care for seated end-users is the need for proper seating and positioning. Invacare designs, manufactures and markets some of the industry’s best custom seat systems, seat cushions, back supports and accessories to enable care givers to optimize the posture of their clients in mobility products. The Invacare
®
Seating and Positioning series provides seating solutions for less complex needs. The Invacare
®
Matrx
®
Series offers versatile modular seating components with unique proprietary designs and materials that optimize pressure management and help ensure long-term proper posture. The company's PinDot
®
series provides custom molded seat modules that can accommodate the most unique anatomic needs and can be adapted to fit with a wide range of mobility products. This high-level of customization and ability to rapidly produce custom products is highly specialized in the market, and is valued by therapists who need timely solutions for their clients’ most complex clinical needs.
|
•
|
Pressure Relieving Sleep Surfaces
. Invacare manufactures and distributes a complete line of therapeutic pressure relieving overlays and mattress systems for the prevention and treatment of pressure ulcers. The Invacare
®
Softform and microAIR
®
brand names feature a broad range of pressure relieving foam mattresses or powered mattresses with alternating pressure, low-air-loss, or rotational mattresses, which redistribute weight and assist with moisture management. These mattresses are designed to provide comfort, support and relief to those patients who are immobile or have limited mobility; who may have fragile skin or be susceptible to skin breakdown; and who spend long periods in bed.
|
•
|
Safe Resident Handling
. Invacare manufactures and distributes products needed to assist in transferring individuals from surface to surface (e.g., bed to chair). Designed for use in the home or in institutional settings, these products include ceiling and floor lifts, sit-to-stand devices and a comprehensive line of slings.
|
•
|
Beds
. Invacare manufactures and distributes a wide variety of manual, semi-electric and fully-electric beds for both residential care and home use under the Invacare
®
brand name. Also available are bariatric beds and accompanying accessories to serve the special needs of bariatric patients. Bed accessories include bedside rails, mattresses, overbed tables and trapeze bars. The company’s bed systems introduced the split-spring bed design, which is easier for HME providers to deliver, assemble and clean. Invacare’s beds also feature patented universal bed-ends, where the headboard and footboard may be used interchangeably. This enables customers to more efficiently deploy their inventory.
|
•
|
Manual Wheelchairs
. Invacare designs, manufactures and distributes a complete line of manual wheelchairs. The company's manual wheelchairs are sold for use in the home and in institutional settings. Consumers include people who are chronically or temporarily disabled and require basic mobility with little or no frame modification and may propel themselves or be moved by a caregiver. The company’s manual wheelchairs are marketed under the Invacare
®
brand name. Examples include the 9000 and Tracer
®
wheelchair product lines.
|
•
|
Personal Care
. Invacare distributes a full line of personal care products, including ambulatory aids such as rollators, walkers, and wheeled walkers. Also available are bathing safety aids such as tub transfer benches and shower chairs, as well as patient care products, such as commodes and other toileting aids. In some markets where payors value durable long-lasting devices, especially outside of the U.S., personal care products continue to be an important part of the Lifestyles business. In certain markets, and in the U.S. in particular, this product area is being focused on residential care.
|
•
|
Stationary Oxygen Concentrators
. Invacare oxygen concentrators are manufactured under the Perfecto2
™
, Perfecto2 V™ and Platinum
™
brand names and are available in five-, nine-, and ten-liter models. All Invacare stationary concentrators are designed to provide patients with durable equipment that reliably concentrate oxygen at home or in a healthcare setting. Stationary oxygen concentrators are typically used by people needing nocturnal oxygen, or those who have advanced-stage lung diseases and whose lifestyles keep them largely at home.
|
•
|
Oxygen Refilling Devices.
The Invacare
®
HomeFill
®
Oxygen System allows oxygen patients to fill their own portable oxygen cylinders from an oxygen concentrator within the home and therefore have very convenient portable sources of supply in addition to oxygen supply while at home. As a result, medical equipment providers can virtually eliminate time-consuming and costly service calls associated with cylinder and/or liquid oxygen deliveries while at the same time enhancing the lifestyle of the patient.
|
•
|
Portable Oxygen Concentrators
. The fastest growing modality of providing supplementary oxygen is the battery-powered portable category. Invacare’s new Platinum Mobile
™
Oxygen Concentrator has among the most competitive features in the three-liter category. This newly launched product supplements the Invacare
®
SOLO2
®
and XPO2
™
transportable oxygen concentrators available in Europe, which offer pulse dose and continuous flow oxygen in volumes up to three liters per minute.
|
•
|
North America/Home Medical Equipment (North America/HME)
-
This segment primarily includes: mobility and seating, lifestyle and respiratory therapy product lines. Products are sold through rehabilitation providers, home healthcare providers, and government provider agencies, such as the Veterans Administration. This segment included Garden City Medical Inc. ("GCM") which was sold on September 30, 2016. This segment comprised
38.0%
,
41.5%
and
40.0%
of the net sales from continuing operations in
2016
,
2015
and
2014
, respectively.
|
•
|
Institutional Products Group (IPG)
-
This segment sells healthcare furnishings including long-term care beds, case goods, safe patient handling equipment, and other equipment and accessories for long-term care customers. This segment also provides interior design services for nursing homes and assisted living facilities involved in renovation and new construction. IPG also included Dynamic Medical System, LLC, and Invacare Outcomes Management, LLC (collectively "the rentals businesses") which were divested on July 2, 2015. This segment comprised
6.1%
,
7.6%
and
8.1%
of net sales from continuing operations in
2016
,
2015
and
2014
, respectively.
|
•
|
The Alber
®
Twion
®
is a lightweight power-assist add-on wheelchair drive which was launched early 2016 in the United States. By utilizing the latest gearless digital motor technology and full smartphone connectivity, it provides consumers with extra power for propelling their wheelchairs. Intelligent force sensors activate the right amount of motor assistance for the consumer, to move them more easily while reducing the risk of repetitive strain injuries that may result from long-term manual wheelchair use.
|
•
|
The Invacare
®
Myon
®
HC is the new custom manual folding wheelchair in the company's active manual line of products. It has a unique folding mechanism that allows it to be folded using only one hand instead of a more typical two-hand operation. The chair is highly configurable, which gives prescribing care providers the flexibility to get a good fit for users while maintaining the rigid efficiency and ride quality that is typically only available with less adjustable non-folding wheelchairs. This product launched in Europe in 2015, and in North America in April 2016.
|
•
|
The Aquatec
®
Kogia
®
bathlifter launched in May 2016 in Europe, and it has already won the Good Design Award 2016. The Aquatec Kogia has been designed with comfort, ease of use and safety in mind. Weighing only 22 pounds, the Kogia is lightweight and still able to support up to 300 pounds.
|
•
|
In Europe, Invacare launched the first phase of the Invacare
®
LiNX
®
power wheelchair control system.
Invacare LiNX
is the company's new user-inspired control system that provides a revolutionary driving experience to consumers. Featuring a unique modular design, the first generation of this system can be expanded, customized and adjusted to match the changing needs of the consumer. Key features include simplified user interactions; quick intuitive configurability; and a more responsive drive experience for greater user confidence. Phase two of the LiNX roll-out, which includes application to more complex rehab controls, as well as the North America launch, are planned for the second half of 2017.
|
•
|
The Alber
®
e-fix
®
is a lightweight and highly efficient, fully digital add-on hub drive controlled by a joystick. This product was introduced to the U.S. market in late 2016. The ultra-lightweight lithium-ion batteries weigh only 4.4 lbs., which makes it the most lightweight power-supply in its category. The drive components can be disassembled in seconds by means of quick release connections to provide unsurpassed transportability for the client and attendant.
|
•
|
The Invacare
®
Platinum
®
Mobile portable oxygen concentrator (POC) was launched in late 2016 in the quickly growing portable oxygen concentrator segment. The company's POC weighs less than five pounds, is quiet and durable. The unit has pulse settings from 1 - 4 to meet the varying needs of respiratory ailments. It features Invacare
®
Sensi-Pulse
™
Technology that customizes the size of each bolus of oxygen to meet patient demand. Additionally, the Invacare Platinum Mobile Oxygen Concentrator is designed to pass real use conditions of daily life with user-friendly features.
|
•
|
Throughout 2016, Küschall, the company's lightweight high-performance wheelchair products from Switzerland, introduced several new wheelchairs to its line. The Küschall Compact is a sleek, lightweight foldable wheelchair developed to meet customer needs in price sensitive regions or healthcare systems. Next to it, the Küschall Champion active rigid wheelchair that folds is now available in an even more compact version through a new folding front frame option. In December 2016, the company received 510(k) clearance from FDA to introduce Küschall products into the U.S. market.
|
•
|
different regulatory environments and reimbursement systems;
|
•
|
difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
foreign customers who may have longer payment cycles than customers in the United States;
|
•
|
fluctuations in foreign currency exchange rates;
|
•
|
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;
|
•
|
potential adverse changes in trade agreements between the United States and foreign countries, including the North America Free Trade Agreement (NAFTA) among the United States, Canada and Mexico;
|
•
|
potential adverse changes in economic and political conditions in countries where the company operates or where end users of the company’s products reside, or in their diplomatic relations with the United States;
|
•
|
government control of capital transactions, including the borrowing of funds for operations or the expatriation of cash;
|
•
|
potential adverse tax consequences, including those that may result from the new United States administration's policies, such as possible border-adjusted taxes on imported goods;
|
•
|
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
|
•
|
differing consumer product preferences.
|
|
Square
Feet
|
|
Ownership
Or Expiration
Date of Lease
|
|
Renewal
Options
|
|
Use
|
|
North American/HME Operations
|
|
|
|
|
|
|
|
|
Arlington, Texas
|
63,626
|
|
|
May 2018
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Atlanta, Georgia
|
137,284
|
|
|
April 2019
|
|
One (5 yr.)
|
|
Warehouse and Offices
|
Attleboro, Massachusetts
|
1,200
|
|
|
July 2018
|
|
None
|
|
Offices
|
Beijing, China
|
1,399
|
|
|
January 2018
|
|
None
|
|
Offices
|
Cranbury, New Jersey
|
111,987
|
|
|
April 2018
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Cranbury, New Jersey
|
127,963
|
|
|
April 2018
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Elyria, Ohio
|
|
|
|
|
|
|
|
|
—1200 Taylor Street
|
251,000
|
|
|
April 2035
|
|
Three (10 yr.)
|
|
Manufacturing and Offices
|
—899 Cleveland Street
|
95,464
|
|
|
November 2017
|
|
None
|
|
Warehouse
|
—One Invacare Way
|
50,000
|
|
|
April 2035
|
|
Three (10 yr.)
|
|
Headquarters
|
—1320 Taylor Street
|
30,000
|
|
|
January 2018
|
|
One (3 yr.)
|
|
Offices
|
—1166 Taylor Street
|
4,800
|
|
|
April 2035
|
|
Three (10 yr.)
|
|
Warehouse and Offices
|
—561 Ternes Avenue
|
12,001
|
|
|
December 2018
|
|
One (1 yr.)
|
|
Warehouse
|
Guangzhou, China
|
895
|
|
|
April 2018
|
|
None
|
|
Offices
|
Kirkland, Quebec
|
17,010
|
|
|
November 2018
|
|
One (5 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Mississauga, Ontario
|
61,375
|
|
|
February 2019
|
|
None
|
|
Warehouse and Offices
|
North Ridgeville, Ohio
|
152,000
|
|
|
April 2035
|
|
Three (10 yr.)
|
|
Warehouse and Offices
|
North Ridgeville, Ohio
|
20,000
|
|
|
June 2018
|
|
None
|
|
Warehouse
|
Oakdale, Pennsylvania
|
5,543
|
|
|
September 2018
|
|
One (1 yr.)
|
|
Warehouse and Offices
|
Ontario, California
|
97,618
|
|
|
May 2018
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Ontario, California
|
121,900
|
|
|
May 2018
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Pharr, Texas
|
4,180
|
|
|
November 2017
|
|
None
|
|
Warehouse and Offices
|
Pinellas Park, Florida
|
11,400
|
|
|
Month to Month
|
|
None
|
|
Manufacturing and Offices
|
Pinellas Park, Florida
|
3,200
|
|
|
Month to Month
|
|
None
|
|
Manufacturing
|
Pinellas Park, Florida
|
3,200
|
|
|
Month to Month
|
|
None
|
|
Manufacturing
|
Pinellas Park, Florida
|
2,430
|
|
|
May 2017
|
|
None
|
|
Warehouse
|
Reynosa, Mexico
|
152,256
|
|
|
Own
|
|
—
|
|
Manufacturing and Offices
|
Sanford, Florida
|
116,272
|
|
|
April 2035
|
|
Three (10 yr.)
|
|
Manufacturing and Offices
|
Scarborough, Ontario
|
5,428
|
|
|
February 2018
|
|
None
|
|
Manufacturing and Offices
|
Shanghai, China
|
1,615
|
|
|
May 2017
|
|
None
|
|
Offices
|
Shenzheng, China
|
1,054
|
|
|
August 2018
|
|
None
|
|
Offices
|
Simi Valley, California
|
38,501
|
|
|
February 2019
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
Simi Valley, California
|
1,500
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Spicewood, Texas
|
6,500
|
|
|
Month to Month
|
|
None
|
|
Manufacturing and Offices
|
Suzhou, China
|
129,824
|
|
|
April 2019
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
Tonawanda, New York
|
10,218
|
|
|
June 2021
|
|
None
|
|
Warehouse and Offices
|
Vaughan, Ontario
|
34,452
|
|
|
December 2020
|
|
None
|
|
Manufacturing and Offices
|
|
Square
Feet |
|
Ownership
Or Expiration Date of Lease |
|
Renewal
Options |
|
Use
|
|
Institutional Products Group
|
|
|
|
|
|
|
|
|
Maryland Heights, Missouri
|
10,786
|
|
|
November 2019
|
|
One (3 yr.)
|
|
Offices
|
|
|
|
|
|
|
|
|
|
Asia/Pacific Operations
|
|
|
|
|
|
|
|
|
Auckland, New Zealand
|
30,518
|
|
|
September 2017
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
Christchurch, New Zealand
|
72,269
|
|
|
December 2020
|
|
One (3 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Kidderminster, United Kingdom
|
6,200
|
|
|
January 2018
|
|
None
|
|
Warehouse and Offices
|
North Olmsted, Ohio
|
2,280
|
|
|
October 2018
|
|
None
|
|
Warehouse and Offices
|
North Rocks, NSW, Australia
|
45,714
|
|
|
August 2017
|
|
Two (3 yr.)
|
|
Warehouse and Offices
|
Suzhou, China
|
41,290
|
|
|
February 2020
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
|
|
|
|
|
|
|
|
|
European Operations
|
|
|
|
|
|
|
|
|
Albstadt, Germany
|
73,894
|
|
|
February 2018
|
|
Two (5 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Albstadt, Germany
|
12,917
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Albstadt, Germany
|
21,162
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Albstadt, Germany
|
1,399
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Almult, Sweden
|
35,521
|
|
|
November 2017
|
|
None
|
|
Warehouse
|
Almult, Sweden
|
26,651
|
|
|
November 2017
|
|
None
|
|
Warehouse
|
Almult, Sweden
|
12,282
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Bergen, Norway
|
1,076
|
|
|
April 2020
|
|
One (5 yr.)
|
|
Warehouse and Offices
|
Bodo, Norway
|
969
|
|
|
May 2017
|
|
One (1 yr.)
|
|
Services and Offices
|
Brondby, Denmark
|
19,536
|
|
|
Month to Month
|
|
One (1 yr.)
|
|
Warehouse and Offices
|
Brondby, Denmark
|
3,767
|
|
|
Month to Month
|
|
One (1 yr.)
|
|
Warehouse
|
Dihult, Sweden
|
5,382
|
|
|
Month to Month
|
|
One (3 mos.)
|
|
Warehouse
|
Dio, Sweden
|
110,524
|
|
|
Own
|
|
—
|
|
Manufacturing, Warehouse and Offices
|
Dublin, Ireland
|
5,000
|
|
|
May 2024
|
|
One (5 yr.)
|
|
Warehouse and Offices
|
Ede, The Netherlands
|
12,917
|
|
|
December 2021
|
|
One (75 mos.)
|
|
Warehouse
|
Erniss, Sweden
|
17,502
|
|
|
Month to Month
|
|
One (3 mos.)
|
|
Warehouse
|
Exeter, United Kingdom
|
22,000
|
|
|
May 2021
|
|
None
|
|
Warehouse and Offices
|
Fondettes, France
|
191,856
|
|
|
Own
|
|
—
|
|
Manufacturing and Warehouse
|
Girona, Spain
|
14,639
|
|
|
November 2018
|
|
One (1 yr.)
|
|
Warehouse and Offices
|
Gland, Switzerland
|
5,586
|
|
|
September 2022
|
|
One (5 yr.)
|
|
Offices
|
Gland, Switzerland
|
1,184
|
|
|
September 2022
|
|
One (5 yr.)
|
|
Offices
|
Goteborg, Sweden
|
2,691
|
|
|
September 2018
|
|
One (3 yr.)
|
|
Warehouse
|
Isny, Germany
|
47,232
|
|
|
Own
|
|
—
|
|
Manufacturing, Warehouse and Offices
|
Isny, Germany
|
1,615
|
|
|
Own
|
|
—
|
|
Warehouse
|
Kinross, United Kingdom
|
4,800
|
|
|
September 2017
|
|
One (6 mos.)
|
|
Warehouse and Offices
|
Kristiansand, Norway
|
646
|
|
|
January 2018
|
|
One (1 yr.)
|
|
Services and Offices
|
Landskrona, Sweden
|
5,382
|
|
|
January 2018
|
|
One (3 yr.)
|
|
Warehouse
|
Larvik, Norway
|
1,076
|
|
|
May 2017
|
|
One (1 yr.)
|
|
Services and Offices
|
Lillehammer, Norway
|
807
|
|
|
May 2017
|
|
One (1 yr.)
|
|
Services and Offices
|
Loppem, Belgium
|
4,036
|
|
|
March 2024
|
|
Three (3 yr.)
|
|
Warehouse and Offices
|
Mondsee, Austria
|
1,507
|
|
|
March 2020
|
|
None
|
|
Warehouse and Offices
|
Mondsee, Austria
|
764
|
|
|
December 2019
|
|
None
|
|
Offices
|
|
Square
Feet |
|
Ownership
Or Expiration Date of Lease |
|
Renewal
Options |
|
Use
|
|
European Operations
|
|
|
|
|
|
|
|
|
Mondsee, Austria
|
377
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Mondsee, Austria
|
624
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Neuville en Ferrain, France
|
1,399
|
|
|
April 2022
|
|
One (3 yr.)
|
|
Offices
|
Oporto, Portugal
|
88,264
|
|
|
November 2017
|
|
One (1 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Oporto, Portugal
|
3,730
|
|
|
December 2018
|
|
One (2 yr.)
|
|
Offices
|
Oskarshamn, Sweden
|
1,076
|
|
|
December 2017
|
|
One (1 yr.)
|
|
Warehouse
|
Oslo, Norway
|
24,262
|
|
|
April 2021
|
|
None
|
|
Manufacturing, Warehouse and Offices
|
Pencoed, United Kingdom
|
152,278
|
|
|
December 2019
|
|
One (5yr.)
|
|
Manufacturing and Offices
|
Porta Westfalica, Germany
|
134,563
|
|
|
November 2021
|
|
Two (5yr.)
|
|
Manufacturing, Warehouse and Offices
|
Porta Westfalica, Germany
|
8,934
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Porta Westfalica, Germany
|
13,455
|
|
|
Month to Month
|
|
None
|
|
Warehouse and Offices
|
Sandnes, Norway
|
807
|
|
|
January 2019
|
|
One (3 yr.)
|
|
Offices
|
Spanga, Sweden
|
16,146
|
|
|
Own
|
|
—
|
|
Warehouse and Offices
|
Thiene, Italy
|
21,528
|
|
|
Own
|
|
—
|
|
Warehouse and Offices
|
Trondheim, Norway
|
5,027
|
|
|
December 2018
|
|
One (5 yr.)
|
|
Services and Offices
|
Warwick, United Kingdom
|
135,413
|
|
|
May 2017
|
|
One (3 yr.)
|
|
Warehouse and Offices
|
Wien, Austria
|
215
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Witterswil, Switzerland
|
40,343
|
|
|
March 2018
|
|
One (1 yr.)
|
|
Manufacturing, Warehouse and Offices
|
Witterswil, Switzerland
|
1,076
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Witterswil, Switzerland
|
969
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Witterswil, Switzerland
|
4,306
|
|
|
Month to Month
|
|
One (3 mos.)
|
|
Warehouse
|
Witterswil, Switzerland
|
678
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Witterswil, Switzerland
|
269
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Witterswil, Switzerland
|
238
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Witterswil, Switzerland
|
237
|
|
|
Month to Month
|
|
None
|
|
Warehouse
|
Name
|
Age
|
Position
|
Matthew E. Monaghan
|
49
|
Chairman, President and Chief Executive Officer
|
Robert K. Gudbranson
|
53
|
Senior Vice President and Chief Financial Officer
|
Dean J. Childers
|
50
|
Senior Vice President and General Manager, North America
|
Anthony C. LaPlaca
|
58
|
Senior Vice President, General Counsel and Secretary
|
Ralf Ledda
|
49
|
Senior Vice President and General Manager, Europe, Middle East & Africa
|
Patricia A. Stumpp
|
55
|
Senior Vice President, Human Resources
|
*
|
The description of executive officers is included pursuant to Instruction 3 to Section (b) of Item 401 of Regulation S-K.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
High
|
|
Low
|
|
Cash Dividends
Declared
|
|
High
|
|
Low
|
|
Cash Dividends
Declared
|
||||||||||||
Quarter Ended:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31
|
$
|
13.45
|
|
|
$
|
8.00
|
|
|
$
|
0.0125
|
|
|
$
|
20.41
|
|
|
$
|
14.00
|
|
|
$
|
0.0125
|
|
September 30
|
13.66
|
|
|
10.76
|
|
|
0.0125
|
|
|
22.22
|
|
|
14.24
|
|
|
0.0125
|
|
||||||
June 30
|
14.06
|
|
|
9.89
|
|
|
0.0125
|
|
|
23.59
|
|
|
18.85
|
|
|
0.0125
|
|
||||||
March 31
|
17.25
|
|
|
11.67
|
|
|
0.0125
|
|
|
20.35
|
|
|
14.33
|
|
|
0.0125
|
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||||||||
Invacare Corporation
|
$
|
100.00
|
|
|
$
|
106.87
|
|
|
$
|
152.75
|
|
|
$
|
110.64
|
|
|
$
|
115.12
|
|
|
$
|
86.74
|
|
S&P 500
|
100.00
|
|
|
116.00
|
|
|
153.58
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
||||||
Russell 2000
|
100.00
|
|
|
116.35
|
|
|
161.52
|
|
|
169.43
|
|
|
161.95
|
|
|
196.45
|
|
||||||
S&P Healthcare Equipment & Supplies
|
100.00
|
|
|
118.04
|
|
|
152.22
|
|
|
183.34
|
|
|
197.72
|
|
|
216.59
|
|
*
|
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)
|
10/1/2016
|
-
|
10/31/16
|
—
|
|
$—
|
|
—
|
|
2,453,978
|
11/1/2016
|
-
|
11/30/16
|
2,762
|
|
11.90
|
|
—
|
|
2,453,978
|
12/1/2016
|
-
|
12/31/16
|
—
|
|
—
|
|
—
|
|
2,453,978
|
Total
|
|
|
2,762
|
|
$11.90
|
|
—
|
|
2,453,978
|
(1)
|
All 2,762 shares repurchased between October 1, 2016 and December 31, 2016 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 equity compensation plans.
|
(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 no shares pursuant to this Board authorized program during 2016.
|
|
2016 *
|
|
2015 **
|
|
2014 ***
|
|
2013 ****
|
|
2012 *****
|
||||||||||
|
(In thousands, except per share and ratio data)
|
||||||||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales from continuing operations
|
$
|
1,047,474
|
|
|
$
|
1,142,338
|
|
|
$
|
1,270,163
|
|
|
$
|
1,334,505
|
|
|
$
|
1,415,818
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Earnings (loss) from continuing operations
|
(42,856
|
)
|
|
(26,450
|
)
|
|
(68,760
|
)
|
|
(54,334
|
)
|
|
(14,083
|
)
|
|||||
Net Earnings from discontinued operations
|
—
|
|
|
260
|
|
|
12,690
|
|
|
87,385
|
|
|
15,910
|
|
|||||
Net Earnings (loss)
|
(42,856
|
)
|
|
(26,190
|
)
|
|
(56,070
|
)
|
|
33,051
|
|
|
1,827
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Earnings (loss) per Share—Basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Earnings (loss) from Continuing Operations
|
(1.32
|
)
|
|
(0.82
|
)
|
|
(2.15
|
)
|
|
(1.70
|
)
|
|
(0.45
|
)
|
|||||
Net Earnings from Discontinued Operations
|
—
|
|
|
0.01
|
|
|
0.40
|
|
|
2.74
|
|
|
0.50
|
|
|||||
Net Earnings (loss) per Share—Basic
|
(1.32
|
)
|
|
(0.81
|
)
|
|
(1.75
|
)
|
|
1.04
|
|
|
0.06
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Earnings (loss) per Share—Assuming Dilution:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Earnings (loss) from Continuing Operations
|
(1.32
|
)
|
|
(0.82
|
)
|
|
(2.15
|
)
|
|
(1.70
|
)
|
|
(0.45
|
)
|
|||||
Net Earnings from Discontinued Operations
|
—
|
|
|
0.01
|
|
|
0.39
|
|
|
2.73
|
|
|
0.50
|
|
|||||
Net Earnings (loss) per Share—Assuming Dilution
|
(1.32
|
)
|
|
(0.81
|
)
|
|
(1.75
|
)
|
|
1.03
|
|
|
0.06
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
$
|
409,072
|
|
|
$
|
362,299
|
|
|
$
|
405,987
|
|
|
$
|
419,539
|
|
|
$
|
567,949
|
|
Total Assets
|
903,743
|
|
|
838,143
|
|
|
963,731
|
|
|
1,096,434
|
|
|
1,262,294
|
|
|||||
Current Liabilities
|
220,861
|
|
|
247,644
|
|
|
290,232
|
|
|
276,165
|
|
|
299,735
|
|
|||||
Working Capital
|
188,211
|
|
|
114,655
|
|
|
115,755
|
|
|
143,374
|
|
|
268,214
|
|
|||||
Long-Term Debt
|
146,088
|
|
|
45,092
|
|
|
19,732
|
|
|
31,184
|
|
|
229,375
|
|
|||||
Other Long-Term Obligations
|
114,407
|
|
|
82,589
|
|
|
88,805
|
|
|
118,276
|
|
|
112,195
|
|
|||||
Shareholders’ Equity
|
422,387
|
|
|
462,818
|
|
|
565,322
|
|
|
670,809
|
|
|
620,989
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and Development Expenditures
|
$
|
17,123
|
|
|
$
|
18,677
|
|
|
$
|
23,149
|
|
|
$
|
24,075
|
|
|
$
|
23,851
|
|
Capital Expenditures
|
10,151
|
|
|
7,522
|
|
|
12,327
|
|
|
14,158
|
|
|
20,091
|
|
|||||
Depreciation and Amortization
|
14,635
|
|
|
18,204
|
|
|
30,941
|
|
|
34,399
|
|
|
37,223
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Key Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on Sales % from continuing operations
|
(4.1
|
)
|
|
(2.3
|
)
|
|
(5.4
|
)
|
|
(4.1
|
)
|
|
(1.0
|
)
|
|||||
Return on Average Assets %
|
(4.9
|
)
|
|
(2.9
|
)
|
|
(5.4
|
)
|
|
2.8
|
|
|
0.1
|
|
|||||
Return on Beginning Shareholders’ Equity %
|
(9.3
|
)
|
|
(4.6
|
)
|
|
(8.4
|
)
|
|
5.3
|
|
|
0.3
|
|
|||||
Current Ratio
|
1.9:1
|
|
|
1.5:1
|
|
|
1.4:1
|
|
|
1.5:1
|
|
|
1.9:1
|
|
|||||
Debt-to-Equity Ratio
|
0.38:1
|
|
|
0.10:1
|
|
|
0.04:1
|
|
|
0.07:1
|
|
|
0.38:1
|
|
*
|
Reflects gain on sale of Garden City Medical, Inc. of
$7,386,000
(
$7,386,000
after-tax income or
$0.23
per share assuming dilution), charges related to restructuring from continuing operations of
$2,447,000
(
$2,447,000
after-tax expense or
$0.08
per share assuming dilution), incremental warranty expense of
$2,856,000
(
$2,856,000
after-tax expense or
$0.09
per share assuming dilution related to three product recalls) and net gain on convertible debt derivatives of $1,268,000 ($1,268,000 after-tax income or $0.04 per share assuming dilution).
|
**
|
Reflects charges related to restructuring from continuing operations of
$1,971,000
(
$1,843,000
after-tax expense or
$0.06
per share assuming dilution), net warranty reversals of
$2,325,000
(
$2,325,000
after-tax income or
$0.07
per share assuming dilution related to three product recalls) and the positive impact of an intraperiod tax allocation associated with discontinued operations of
$140,000
or
$0.00
per share assuming dilution.
|
***
|
Reflects charges related to restructuring from continuing operations of $11,112,000 ($10,096,000 after-tax expense or $0.32 per share assuming dilution), incremental warranty expense of $11,493,000 ($10,801,000 after-tax expense or $0.34 per share assuming dilution related to three product recalls), asset write-downs to intangible assets of $13,041,000 ($13,041,000 after-tax expense or $0.41 per share assuming dilution) and the positive impact of an intraperiod tax allocation associated with discontinued operations of $7,175,000 or $0.22 per share assuming dilution.
|
****
|
Reflects charges related to restructuring from continuing operations of $9,336,000 ($7,493,000 after-tax expense or $0.23 per share assuming dilution), incremental warranty expense of $7,264,000 ($7,170,000 after-tax expense or $0.22 per share assuming dilution related to a power wheelchair joystick recall), asset write-downs to intangible assets of $1,523,000 ($1,322,000 after-tax expense or $0.04 per share assuming dilution) and the positive impact of an intraperiod tax allocation associated with discontinued operations of $3,445,000 or $0.11 per share assuming dilution.
|
*****
|
Reflects charges related to restructuring from continuing operations of $11,395,000 ($11,255,000 after-tax expense or $0.36 per share assuming dilution), a discrete 2012 tax expense related to prior years of $9,336,000 or $0.30 per share assuming dilution which is a non-cash charge in 2012 for a matter that was under audit and contested by the company, early debt extinguishment charges of $312,000 ($312,000 after-tax expense or $0.01 per share assuming dilution), asset write-downs to intangible assets of $773,000 ($698,000 after-tax expense or $0.02 per share assuming dilution) and the positive impact of an intraperiod tax allocation associated with discontinued operations of $7,126,000 or $0.23 per share assuming dilution.
|
•
|
Increase commercial effectiveness;
|
•
|
Shift and narrow the product portfolio;
|
•
|
Align innovation resources to clinically complex solutions;
|
•
|
Accelerate quality efforts with culture of quality excellence; and
|
•
|
Develop and expand talent.
|
•
|
Leverage commercial improvements;
|
•
|
Optimize the business for cost and efficiency;
|
•
|
Continue to improve quality systems;
|
•
|
Launch new clinical product platforms; and
|
•
|
Expand talent management and culture.
|
•
|
Lead in quality culture and operations excellence; and
|
•
|
Grow above market.
|
|
Twelve Months Ended
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
$
|
(56,613
|
)
|
|
$
|
(5,378
|
)
|
Sales of property and equipment
|
42
|
|
|
23,117
|
|
||
Less: Purchases of property and equipment—net
|
(10,151
|
)
|
|
(7,522
|
)
|
||
Free Cash Flow
|
$
|
(66,722
|
)
|
|
$
|
10,217
|
|
|
Reported
|
|
Foreign Currency Translation Impact
|
|
Constant Currency
|
|||
North America / HME
|
(16.1
|
)%
|
|
(0.2
|
)%
|
|
(15.9
|
)%
|
Institutional Products Group
|
(26.1
|
)%
|
|
(0.2
|
)%
|
|
(25.9
|
)%
|
Europe
|
0.7
|
%
|
|
(3.0
|
)%
|
|
3.7
|
%
|
Asia/Pacific
|
1.8
|
%
|
|
(1.7
|
)%
|
|
3.5
|
%
|
Consolidated
|
(8.3
|
)%
|
|
(1.6
|
)%
|
|
(6.7
|
)%
|
|
|
|
|
|
|
|||
|
Reported
|
|
Impact of GCM
|
|
Reported excluding GCM
|
|||
North America / HME
|
(16.1
|
)%
|
|
(0.6
|
)%
|
|
(15.5
|
)%
|
|
|
|
|
|
|
|||
|
Reported
|
|
Impact of GCM
|
|
Constant Currency excluding GCM
|
|||
North America / HME
|
(15.9
|
)%
|
|
(0.6
|
)%
|
|
(15.3
|
)%
|
|
|
|
|
|
|
|||
|
Reported
|
|
Impact of Rentals Businesses
|
|
Reported excluding Rentals Businesses
|
|||
Institutional Products Group
|
(26.1
|
)%
|
|
(14.6
|
)%
|
|
(11.5
|
)%
|
|
|
|
|
|
|
|||
|
Constant Currency
|
|
Impact of Rentals Businesses
|
|
Constant Currency excluding Rentals Businesses
|
|||
Institutional Products Group
|
(25.9
|
)%
|
|
(14.6
|
)%
|
|
(11.3
|
)%
|
|
|
|
|
|
|
|||
|
Reported
|
|
Impact of GCM and Rentals Businesses
|
|
Reported excluding GCM and Rentals Businesses
|
|||
Consolidated
|
(8.3
|
)%
|
|
(1.7
|
)%
|
|
(6.6
|
)%
|
|
|
|
|
|
|
|||
|
Constant Currency
|
|
Impact of GCM and Rentals Businesses
|
|
Constant Currency excluding GCM and Rentals Businesses
|
|||
Consolidated
|
(6.7
|
)%
|
|
(1.8
|
)%
|
|
(4.9
|
)%
|
|
Reported
|
|
Foreign Currency Translation Impact
|
|
Constant Currency
|
|||
North America / HME
|
(6.6
|
)%
|
|
(1.0
|
)%
|
|
(5.6
|
)%
|
Institutional Products Group
|
(15.2
|
)%
|
|
(0.8
|
)%
|
|
(14.4
|
)%
|
Europe
|
(12.1
|
)%
|
|
(15.6
|
)%
|
|
3.5
|
%
|
Asia/Pacific
|
(9.0
|
)%
|
|
(16.5
|
)%
|
|
7.5
|
%
|
Consolidated
|
(10.1
|
)%
|
|
(8.7
|
)%
|
|
(1.4
|
)%
|
|
|
|
|
|
|
|||
|
Reported
|
|
Impact of Rentals Businesses
|
|
Reported excluding Rentals Businesses
|
|||
Institutional Products Group
|
(15.2
|
)%
|
|
(17.7
|
)%
|
|
2.5
|
%
|
Consolidated
|
(10.1
|
)%
|
|
(1.2
|
)%
|
|
(8.9
|
)%
|
|
|
|
|
|
|
|||
|
Constant Currency
|
|
Impact of Rentals Businesses
|
|
Constant Currency excluding Rentals Businesses
|
|||
Institutional Products Group
|
(14.4
|
)%
|
|
(18.1
|
)%
|
|
3.7
|
%
|
Consolidated
|
(1.4
|
)%
|
|
(1.4
|
)%
|
|
—
|
%
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
5.00% Convertible Senior Subordinated Debentures due 2021
|
$
|
180,938
|
|
|
$
|
7,500
|
|
|
$
|
15,000
|
|
|
$
|
158,438
|
|
|
$
|
—
|
|
4.125% Convertible Senior Subordinated Debentures due 2027
|
13,625
|
|
|
13,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
|
44,695
|
|
|
3,477
|
|
|
5,673
|
|
|
5,344
|
|
|
30,201
|
|
|||||
Operating lease obligations
|
32,687
|
|
|
15,360
|
|
|
14,021
|
|
|
2,865
|
|
|
441
|
|
|||||
Product liability
|
20,611
|
|
|
3,996
|
|
|
7,849
|
|
|
3,415
|
|
|
5,351
|
|
|||||
Purchase obligations (primarily computer systems contracts)
|
27,539
|
|
|
11,469
|
|
|
13,422
|
|
|
2,648
|
|
|
—
|
|
|||||
Supplemental Executive Retirement Plan
|
6,003
|
|
|
391
|
|
|
782
|
|
|
782
|
|
|
4,048
|
|
|||||
Other, principally deferred compensation
|
3,752
|
|
|
159
|
|
|
281
|
|
|
—
|
|
|
3,312
|
|
|||||
Total
|
$
|
329,850
|
|
|
$
|
55,977
|
|
|
$
|
57,028
|
|
|
$
|
173,492
|
|
|
$
|
43,353
|
|
|
INVACARE CORPORATION
|
|
|
|
|
|
By:
|
/s/ MATTHEW E. MONAGHAN
|
|
|
Matthew E. Monaghan
|
|
|
Chairman of the Board of Directors, President and Chief Executive Officer
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ MATTHEW E. MONAGHAN
|
|
Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
|
Matthew E. Monaghan
|
|
|
|
|
|
/s/ ROBERT K. GUDBRANSON
|
|
Senior Vice President and Chief Financial Officer (Principal Finance and Accounting Officer)
|
Robert K. Gudbranson
|
|
|
|
|
|
/s/ SUSAN H. ALEXANDER
|
|
Director
|
Susan H. Alexander
|
|
|
|
|
|
/s/ MICHAEL F. DELANEY
|
|
Director
|
Michael F. Delaney
|
|
|
|
|
|
/s/ MARC M. GIBELEY
|
|
Director
|
Marc M. Gibeley
|
|
|
|
|
|
/s/ C. MARTIN HARRIS, M.D.
|
|
Director
|
C. Martin Harris, M.D.
|
|
|
|
|
|
/s/ DALE C. LAPORTE
|
|
Director
|
Dale C. LaPorte
|
|
|
|
|
|
/s/ MICHAEL J. MERRIMAN
|
|
Director
|
Michael J. Merriman
|
|
|
|
|
|
/s/ CLIFFORD D. NASTAS
|
|
Director
|
Clifford D. Nastas
|
|
|
|
|
|
/s/ BAIJU R. SHAH
|
|
Director
|
Baiju R. Shah
|
|
|
Official
Exhibit No.
|
Description
|
|
Sequential
Page No.
|
2.1
|
Membership Interest Purchase Agreement among Invacare Continuing Care, Inc., Invacare Corporation and Joerns Healthcare Parent, LLC, dated July 2, 2015. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the agreement.)
|
|
(A)
|
2.2
|
Share Purchase Agreement among Invacare Corporation, Garden City Medical Inc. and Compass Health Brands Corp., dated September 30, 2016. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the agreement.)
|
|
(B)
|
3(a)
|
Second Amended and Restated Articles of Incorporation
|
|
(C)
|
3(b)
|
Second Amended and Restated Code of Regulations, as amended
|
|
(D)
|
4(a)
|
Specimen Share Certificate for Common Shares
|
|
(E)
|
4(b)
|
Specimen Share Certificate for Class B Common Shares
|
|
(E)
|
4(c)
|
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)
|
|
(F)
|
4(d)
|
Indenture, dated as of February 23, 2016, by and between Invacare Corporation and Wells Fargo Bank, National Association (including the form of the 5.00% Convertible Senior Notes due 2021).
|
|
(G)
|
10(a)
|
Invacare Retirement Savings Plan, effective January 1, 2001, as amended
|
|
(H)*
|
10(b)
|
Invacare Corporation 401(K) Plus Benefit Equalization Plan, effective January 1, 2003, as amended and restated
|
|
(H)*
|
10(c)
|
Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005, as amended August 19, 2009 and on November 23, 2010
|
|
(I)*
|
10(d)
|
Amendment No. 3 to Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005
|
|
(J)*
|
10(e)
|
Invacare Corporation Death Benefit Only Plan, effective January 1, 2005, as amended
|
|
(H)*
|
10(f)
|
Supplemental Executive Retirement Plan, as amended and restated effective February 1, 2000
|
|
(K)*
|
10(g)
|
Cash Balance Supplemental Executive Retirement Plan, as amended and restated, effective December 31, 2008
|
|
(L)*
|
10(h)
|
Amendment No. 1 to the Cash Balance Supplemental Executive Retirement Plan, effective August 19, 2009
|
|
(M)*
|
10(i)
|
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
|
|
(N)*
|
10(j)
|
Invacare Corporation Amended and Restated 2003 Performance Plan
|
|
(O)*
|
10(k)
|
Form of Director Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(H)*
|
10(l)
|
Form of Director Deferred Option Award under Invacare Corporation 2003 Performance Plan
|
|
(I)*
|
10(m)
|
Form of Restricted Stock Award under Invacare Corporation 2003 Performance Plan
|
|
(J)
|
10(n)
|
Form of Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(H)*
|
10(o)
|
Form of Executive Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(H)*
|
10(p)
|
Form of Switzerland Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(H)*
|
Official
Exhibit No.
|
Description
|
|
Sequential
Page No.
|
10(q)
|
Form of Switzerland Executive Stock Option Award under Invacare Corporation 2003 Performance Plan
|
|
(H)*
|
10(r)
|
Invacare Corporation 2013 Equity Compensation Plan
|
|
(P)
|
10(s)
|
Amendment No. 1 to the Invacare Corporation 2013 Equity Compensation Plan
|
|
(Q)*
|
10(t)
|
Form of Executive Stock Option Award under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(R)
|
10(u)
|
Form of Stock Option Award under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(R)
|
10(v)
|
Form of Executive Stock Option Award for Swiss Employees under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(R)
|
10(w)
|
Form of Stock Option Award for Swiss Employees under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(R)
|
10(x)
|
Form of Director Restricted Stock Award under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(R)
|
10(y)
|
Form of Restricted Stock Award under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(R)
|
10(z)
|
Form of Performance Share Award Agreement under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(S)
|
10(aa)
|
Form of Restricted Stock Award Agreement for Employees under the Invacare Corporation 2013 Equity Compensation Plan
|
|
(T)
|
10(ab)**
|
Form of Director Restricted Stock Unit under the Invacare Corporation 2013 Equity Compensation Plan
|
|
|
10(ac)
|
Invacare Corporation Executive Incentive Bonus Plan, as amended and restated
|
|
(Q)*
|
10(ad)
|
Employment Agreement, dated as of January 21, 2015, by and between the company and Matthew E. Monaghan.
|
|
(U)*
|
10(ae)
|
Employment Agreement, dated as of July 23, 2014, by and between Invacare Corporation and Robert K. Gudbranson.
|
|
(V)*
|
10(af)
|
Letter agreement, dated as of April 15, 2015, by and between the company and Dean J. Childers.
|
|
(N)*
|
10(ag)
|
Letter agreement, dated as of July 31, 2008, by and between the company and Anthony C. LaPlaca.
|
|
(N)*
|
10(ah)**
|
Employment Agreement, dated as of October 21, 2016, by and between the company and Ralf Ledda.
|
|
*
|
10(ai)**
|
Employment Agreement, dated as of August 25, 2009, by and between the company and Patricia Stumpp.
|
|
*
|
10(aj)
|
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 certain executive officers
|
|
(N)*
|
10(ak)
|
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 executive officers
|
|
(N)*
|
10(al)
|
Technical Information & Non-Competition Agreement, dated April 1, 2015, entered into by and between the company and Matthew E. Monaghan
|
|
(N)*
|
10(am)
|
Technical Information & Non-Competition Agreement, dated April 6, 2008, entered into by and between the company and Robert K. Gudbranson
|
|
(N)*
|
10(an)
|
Technical Information & Non-Competition Agreement entered into by and between the company and certain of its executive officers and schedule of all such agreements with executive officers
|
|
(N)*
|
10(ao)
|
Indemnity Agreement, dated April 1, 2015, entered into by and between the company and Matthew E. Monaghan.
|
|
(N)*
|
10(ap)
|
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
|
|
(N)*
|
|
|
|
|
Official
Exhibit No.
|
Description
|
|
Sequential
Page No.
|
10(aq)
|
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
|
|
(I)
|
10(ar)**
|
Director Compensation Schedule
|
|
*
|
10(as)**
|
2012 Non-employee Directors Deferred Compensation Plan, effective January 1, 2012, Amended and Restated as of November 17, 2016
|
|
|
10(at)
|
Retirement Agreement and Release, dated as of November 14, 2014, by and between Invacare Corporation and A. Malachi Mixon, III.
|
|
(W)*
|
10(au)
|
Purchase and Sale Agreement, dated as of February 24, 2015, by and between the company and Industrial Realty Group, LLC.
|
|
(X)
|
10(av)
|
Form of Lease Agreement by and among the company and the affiliates of
Industrial Realty Group, LLC named therein. |
|
(X)
|
10(aw)
|
Amended and Restated Revolving Credit and Security Agreement, dated as of September 30, 2015, by and among the company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, PNC Bank, National Association, as administrative agent, JP Morgan Chase Bank, N.A. and J.P. Morgan Europe Limited, as European agent.
|
|
(Y)
|
10(ax)
|
First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of February 16, 2016, by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, and J.P. Morgan Europe Limited, as European agent.
|
|
(Z)
|
10(ay)**
|
Second Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of May 3, 2016 by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, and J.P. Morgan Europe Limited, as European agent.
|
|
|
10(az)**
|
Third Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of September 30, 2016, by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, and J.P. Morgan Europe Limited, as European agent.
|
|
|
10(ba)
|
Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of November 30, 2016, by and among the Company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as agent for the lenders, and J.P. Morgan Europe Limited, as European agent for the lenders.
|
|
(AA)
|
10(bb)
|
Call Option Transaction Confirmation entered into between JPMorgan Chase Bank, National Association, London Branch and Invacare Corporation as of February 17, 2016
|
|
(G)
|
10(bc)
|
Call Option Transaction Confirmation entered into between Wells Fargo Bank, National Association and Invacare Corporation as of February 17, 2016
|
|
(G)
|
10(bd)
|
Warrants Confirmation between Invacare Corporation to JPMorgan Chase Bank, National Association, London Branch as of February 17, 2016
|
|
(G)
|
10(be)
|
Warrants Confirmation between Invacare Corporation to Wells Fargo Bank, National Association as of February 17, 2016
|
|
(G)
|
10(bf)
|
Additional Call Option Transaction Confirmation, dated March 4, 2016, between JPMorgan Chase Bank, National Association, London Branch and Invacare Corporation.
|
|
(AB)
|
10(bg)
|
Additional Call Option Transaction Confirmation, dated March 4, 2016, between Wells Fargo Bank, National Association and Invacare Corporation.
|
|
(AB)
|
10(bh)
|
Additional Warrants Confirmation, dated March 4, 2016, between JPMorgan Chase Bank, National Association, London Branch and Invacare Corporation.
|
|
(AB)
|
10(bi)
|
Additional Warrants Confirmation, dated March 4, 2016, between Wells Fargo Bank, National Association and Invacare Corporation.
|
|
(AB)
|
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
|
|
|
Official
Exhibit No.
|
Description
|
|
Sequential
Page No.
|
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
|
|
|
99.1
|
Consent Decree of Permanent Injunction, as filed with the U.S. District Court for the Northern District of Ohio on December 20, 2012.
|
|
(AD)
|
99.2**
|
Corporate Governance Reforms
|
|
|
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
|
|
|
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 2.1 of the company report on Form 8-K, dated July 2, 2015, which Exhibit is incorporated herein by reference.
|
(B)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated October 3, 2016, which Exhibit is incorporated herein by reference.
|
(C)
|
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.
|
(D)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated February 13, 2014, which Exhibit is incorporated herein by reference.
|
(E)
|
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.
|
(F)
|
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.
|
(G)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated February 23, 2016, which Exhibit is incorporated herein by reference.
|
(H)
|
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.
|
(I)
|
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.
|
(J)
|
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2011, which Exhibit is incorporated herein by reference.
|
(K)
|
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.
|
(L)
|
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.
|
(M)
|
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.
|
(N)
|
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2015, which Exhibit is incorporated herein by reference.
|
(O)
|
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.
|
(P)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated May 16, 2013, which Exhibit is incorporated herein by reference.
|
(Q)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated May 14, 2015, which Exhibit is incorporated herein by reference.
|
(R)
|
Reference is made to the appropriate Exhibit of the company report on Form 10-Q, for the fiscal quarter ended September 30, 2013, which Exhibit is incorporated herein by reference.
|
(S)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated March 7, 2014, which Exhibit is incorporated herein by reference.
|
(T)
|
Reference is made to Exhibit 10.2 of the company report on Form 8-K, dated March 7, 2014, which Exhibit is incorporated herein by reference.
|
(U)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated January 21, 2015, which Exhibit is incorporated herein by reference.
|
(V)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated July 23, 2014, which Exhibit is incorporated herein by reference.
|
(W)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated November 14, 2014, which Exhibit is incorporated herein by reference.
|
(X)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated April 23, 2015, which Exhibit is incorporated herein by reference.
|
(Y)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated September 30, 2015, which Exhibit is incorporated herein by reference.
|
(Z)
|
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated February 16, 2016, which Exhibit is incorporated herein by reference.
|
(AA)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated November 30, 2016, which Exhibit is incorporated herein by reference.
|
(AB)
|
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated March 7, 2016, which Exhibit is incorporated herein by reference.
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
March 10, 2017
|
|
|
/s/ Ernst & Young LLP
|
Cleveland, Ohio
|
|
March 10, 2017
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net sales
|
$
|
1,047,474
|
|
|
$
|
1,142,338
|
|
|
$
|
1,270,163
|
|
Cost of products sold
|
763,847
|
|
|
829,514
|
|
|
922,775
|
|
|||
Gross Profit
|
283,627
|
|
|
312,824
|
|
|
347,388
|
|
|||
Selling, general and administrative expenses
|
303,781
|
|
|
318,646
|
|
|
382,065
|
|
|||
Gains on sale of businesses
|
(7,386
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Charges related to restructuring activities
|
2,447
|
|
|
1,971
|
|
|
11,112
|
|
|||
Asset write-downs to intangible assets
|
—
|
|
|
—
|
|
|
13,041
|
|
|||
Operating Loss
|
(15,215
|
)
|
|
(7,769
|
)
|
|
(58,830
|
)
|
|||
Net gain on convertible debt derivatives
|
(1,268
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
15,875
|
|
|
4,136
|
|
|
4,887
|
|
|||
Interest income
|
(265
|
)
|
|
(165
|
)
|
|
(507
|
)
|
|||
Loss from Continuing Operations Before Income Taxes
|
(29,557
|
)
|
|
(11,740
|
)
|
|
(63,210
|
)
|
|||
Income taxes
|
13,299
|
|
|
14,710
|
|
|
5,550
|
|
|||
Loss from Continuing Operations
|
(42,856
|
)
|
|
(26,450
|
)
|
|
(68,760
|
)
|
|||
Net earnings from discontinued operations (net of tax of $1,200)
|
—
|
|
|
—
|
|
|
1,596
|
|
|||
Gain on sale (net of tax of $0; $140 and $5,975)
|
—
|
|
|
260
|
|
|
11,094
|
|
|||
Total Net Earnings from Discontinued Operations
|
—
|
|
|
260
|
|
|
12,690
|
|
|||
Net Loss
|
$
|
(42,856
|
)
|
|
$
|
(26,190
|
)
|
|
$
|
(56,070
|
)
|
Net Earnings (Loss) per Share—Basic:
|
|
|
|
|
|
||||||
Net loss from continuing operations
|
$
|
(1.32
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(2.15
|
)
|
Net earnings from discontinued operations
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.40
|
|
Net Loss per Share—Basic
|
$
|
(1.32
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.75
|
)
|
Weighted Average Shares Outstanding—Basic
|
32,471
|
|
|
32,171
|
|
|
32,009
|
|
|||
Net Earnings (Loss) per Share—Assuming Dilution:
|
|
|
|
|
|
||||||
Net loss from continuing operations
|
$
|
(1.32
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(2.15
|
)
|
Net earnings from discontinued operations
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.39
|
|
Net Earnings (loss) per Share—Assuming Dilution
|
$
|
(1.32
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.75
|
)
|
Weighted Average Shares Outstanding—Assuming Dilution
|
32,590
|
|
|
32,683
|
|
|
32,197
|
|
|||
|
|
|
|
|
|
||||||
Net Loss
|
$
|
(42,856
|
)
|
|
$
|
(26,190
|
)
|
|
$
|
(56,070
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(7,194
|
)
|
|
(81,404
|
)
|
|
(51,508
|
)
|
|||
Defined benefit plans:
|
|
|
|
|
|
||||||
Amortization of prior service costs and unrecognized losses
|
(1,580
|
)
|
|
(1,375
|
)
|
|
(2,178
|
)
|
|||
Amounts arising during the year, primarily addition of new participants
|
—
|
|
|
(784
|
)
|
|
—
|
|
|||
Deferred tax adjustment resulting from defined benefit plan activity
|
(134
|
)
|
|
(44
|
)
|
|
213
|
|
|||
Valuation reserve (reversal) associated with defined benefit plan activity
|
223
|
|
|
47
|
|
|
(222
|
)
|
|||
Current period gain (loss) on cash flow hedges
|
(1,407
|
)
|
|
2,731
|
|
|
244
|
|
|||
Deferred tax benefit (loss) related to gain (loss) on cash flow hedges
|
144
|
|
|
(177
|
)
|
|
(86
|
)
|
|||
Other Comprehensive Loss
|
(9,948
|
)
|
|
(81,006
|
)
|
|
(53,537
|
)
|
|||
Comprehensive Loss
|
$
|
(52,804
|
)
|
|
$
|
(107,196
|
)
|
|
$
|
(109,607
|
)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
124,234
|
|
|
$
|
60,055
|
|
Trade receivables, net
|
116,307
|
|
|
128,615
|
|
||
Installment receivables, net
|
1,368
|
|
|
1,145
|
|
||
Inventories, net
|
135,644
|
|
|
126,403
|
|
||
Other current assets
|
31,519
|
|
|
34,432
|
|
||
Assets held for sale
|
—
|
|
|
11,649
|
|
||
Total Current Assets
|
409,072
|
|
|
362,299
|
|
||
Other Assets
|
29,687
|
|
|
4,659
|
|
||
Intangibles
|
29,023
|
|
|
31,000
|
|
||
Property and Equipment, net
|
75,359
|
|
|
78,505
|
|
||
Goodwill
|
360,602
|
|
|
361,680
|
|
||
Total Assets
|
$
|
903,743
|
|
|
$
|
838,143
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
88,236
|
|
|
$
|
103,571
|
|
Accrued expenses
|
110,095
|
|
|
118,956
|
|
||
Current taxes payable
|
7,269
|
|
|
17,154
|
|
||
Short-term debt and current maturities of long-term obligations
|
15,261
|
|
|
2,028
|
|
||
Liabilities held for sale
|
—
|
|
|
5,935
|
|
||
Total Current Liabilities
|
220,861
|
|
|
247,644
|
|
||
Long-Term Debt
|
146,088
|
|
|
45,092
|
|
||
Other Long-Term Obligations
|
114,407
|
|
|
82,589
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred Shares (Authorized 300 shares; none outstanding)
|
—
|
|
|
—
|
|
||
Common Shares (Authorized 100,000 shares; 35,318 and 35,024 issued and outstanding in 2016 and 2015, respectively)—no par
|
8,974
|
|
|
8,815
|
|
||
Class B Common Shares (Authorized 12,000 shares; 729 and 734 issued and outstanding in 2016 and 2015)—no par
|
183
|
|
|
184
|
|
||
Additional paid-in-capital
|
266,151
|
|
|
247,022
|
|
||
Retained earnings
|
266,144
|
|
|
310,583
|
|
||
Accumulated other comprehensive earnings
|
(19,335
|
)
|
|
(9,387
|
)
|
||
Treasury shares (3,616 and 3,194 shares in 2016 and 2015, respectively)
|
(99,730
|
)
|
|
(94,399
|
)
|
||
Total Shareholders’ Equity
|
422,387
|
|
|
462,818
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
903,743
|
|
|
$
|
838,143
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
(In thousands)
|
||||||||||
Net loss
|
$
|
(42,856
|
)
|
|
$
|
(26,190
|
)
|
|
$
|
(56,070
|
)
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of business (pre-tax)
|
(7,386
|
)
|
|
(24
|
)
|
|
—
|
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
(400
|
)
|
|
(17,069
|
)
|
|||
Depreciation and amortization
|
14,635
|
|
|
18,204
|
|
|
30,941
|
|
|||
Provision for losses on trade and installment receivables
|
1,059
|
|
|
754
|
|
|
1,775
|
|
|||
Provision (benefit) for deferred income taxes
|
901
|
|
|
3,588
|
|
|
(2,387
|
)
|
|||
Provision for other deferred liabilities
|
996
|
|
|
266
|
|
|
1,393
|
|
|||
Provision for stock-based compensation
|
6,894
|
|
|
4,013
|
|
|
5,626
|
|
|||
Loss on disposals of property and equipment
|
51
|
|
|
5,135
|
|
|
1,074
|
|
|||
Loss on debt extinguishment including debt finance charges and associated fees
|
—
|
|
|
668
|
|
|
1,070
|
|
|||
Asset write-downs to intangible assets
|
—
|
|
|
—
|
|
|
13,041
|
|
|||
Asset write-downs related to restructuring activities
|
—
|
|
|
—
|
|
|
1,163
|
|
|||
Amortization of convertible debt discount
|
5,454
|
|
|
796
|
|
|
710
|
|
|||
Amortization of debt fees
|
1,991
|
|
|
558
|
|
|
778
|
|
|||
Gain on convertible debt derivatives
|
(1,268
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
10,210
|
|
|
9,164
|
|
|
17,211
|
|
|||
Installment sales contracts, net
|
(1,236
|
)
|
|
283
|
|
|
15
|
|
|||
Inventories
|
(9,944
|
)
|
|
11,610
|
|
|
(9,527
|
)
|
|||
Other current assets
|
84
|
|
|
5,283
|
|
|
1,950
|
|
|||
Accounts payable
|
(13,648
|
)
|
|
(7,240
|
)
|
|
8,329
|
|
|||
Accrued expenses
|
(18,491
|
)
|
|
(22,003
|
)
|
|
34,113
|
|
|||
Other long-term liabilities
|
(4,059
|
)
|
|
(9,843
|
)
|
|
(25,244
|
)
|
|||
Net Cash (Used) Provided by Operating Activities
|
(56,613
|
)
|
|
(5,378
|
)
|
|
8,892
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(10,151
|
)
|
|
(7,522
|
)
|
|
(12,327
|
)
|
|||
Proceeds from sale of property and equipment
|
42
|
|
|
23,117
|
|
|
2,521
|
|
|||
Proceeds from sale of businesses
|
13,829
|
|
|
13,700
|
|
|
21,870
|
|
|||
Decrease in other long-term assets
|
(167
|
)
|
|
15,003
|
|
|
20,949
|
|
|||
Other
|
96
|
|
|
78
|
|
|
569
|
|
|||
Net Cash Provided for Investing Activities
|
3,649
|
|
|
44,376
|
|
|
33,582
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from revolving lines of credit and long-term borrowings
|
122,025
|
|
|
219,603
|
|
|
255,658
|
|
|||
Payments on revolving lines of credit and long-term borrowings
|
(2,830
|
)
|
|
(232,808
|
)
|
|
(286,712
|
)
|
|||
Proceeds from exercise of equity awards
|
17
|
|
|
2,402
|
|
|
480
|
|
|||
Payment of financing costs
|
(6,125
|
)
|
|
(1,954
|
)
|
|
—
|
|
|||
Payment of dividends
|
(1,583
|
)
|
|
(1,589
|
)
|
|
(1,584
|
)
|
|||
Issuance of warrants
|
12,376
|
|
|
—
|
|
|
—
|
|
|||
Purchases of treasury shares
|
(5,331
|
)
|
|
—
|
|
|
—
|
|
|||
Net Cash Provided (Used) by Financing Activities
|
118,549
|
|
|
(14,346
|
)
|
|
(32,158
|
)
|
|||
Effect of exchange rate changes on cash
|
(1,406
|
)
|
|
(3,528
|
)
|
|
(1,170
|
)
|
|||
Increase in cash and cash equivalents
|
64,179
|
|
|
21,124
|
|
|
9,146
|
|
|||
Cash and cash equivalents at beginning of year
|
60,055
|
|
|
38,931
|
|
|
29,785
|
|
|||
Cash and cash equivalents at end of year
|
$
|
124,234
|
|
|
$
|
60,055
|
|
|
$
|
38,931
|
|
|
Common
Stock
|
|
Class B
Stock
|
|
Additional
Paid-in-
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Earnings
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
January 1, 2014 Balance
|
$
|
8,539
|
|
|
$
|
272
|
|
|
$
|
234,620
|
|
|
$
|
396,016
|
|
|
$
|
125,156
|
|
|
$
|
(93,794
|
)
|
|
$
|
670,809
|
|
Deferred equity compensation
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||||
Exercise of stock options
|
8
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|||||||
Non-qualified stock options
|
—
|
|
|
—
|
|
|
3,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,356
|
|
|||||||
Restricted stock awards
|
44
|
|
|
—
|
|
|
2,226
|
|
|
—
|
|
|
—
|
|
|
(471
|
)
|
|
1,799
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,070
|
)
|
|
—
|
|
|
—
|
|
|
(56,070
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,508
|
)
|
|
—
|
|
|
(51,508
|
)
|
|||||||
Unrealized gain on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
|||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of prior service costs and unrecognized losses and credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,187
|
)
|
|
—
|
|
|
(2,187
|
)
|
|||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,607
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,584
|
)
|
|
—
|
|
|
—
|
|
|
(1,584
|
)
|
|||||||
December 31, 2014 Balance
|
$
|
8,591
|
|
|
$
|
272
|
|
|
$
|
240,743
|
|
|
$
|
338,362
|
|
|
$
|
71,619
|
|
|
$
|
(94,265
|
)
|
|
$
|
565,322
|
|
Exercise of stock options
|
43
|
|
|
—
|
|
|
2,359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,402
|
|
|||||||
Non-qualified stock option
|
—
|
|
|
—
|
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
|||||||
Restricted stock awards
|
93
|
|
|
—
|
|
|
2,692
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
2,651
|
|
|||||||
Conversion from Class B to Common Stock
|
88
|
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,190
|
)
|
|
—
|
|
|
—
|
|
|
(26,190
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,404
|
)
|
|
—
|
|
|
(81,404
|
)
|
|||||||
Unrealized gain on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,554
|
|
|
—
|
|
|
2,554
|
|
|||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of prior service costs and unrecognized losses and credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,372
|
)
|
|
—
|
|
|
(1,372
|
)
|
|||||||
Additions - new participants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(784
|
)
|
|
—
|
|
|
(784
|
)
|
|||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,196
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,589
|
)
|
|
—
|
|
|
—
|
|
|
(1,589
|
)
|
|||||||
December 31, 2015 Balance
|
8,815
|
|
|
184
|
|
|
247,022
|
|
|
310,583
|
|
|
(9,387
|
)
|
|
(94,399
|
)
|
|
462,818
|
|
|||||||
Deferred equity compensation
|
69
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Performance awards
|
—
|
|
|
—
|
|
|
1,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,110
|
|
|||||||
Non-qualified stock options
|
—
|
|
|
—
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
745
|
|
|||||||
Restricted stock awards
|
89
|
|
|
—
|
|
|
4,950
|
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|
4,708
|
|
|||||||
Conversion from Class B to Common Stock
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,856
|
)
|
|
—
|
|
|
—
|
|
|
(42,856
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,194
|
)
|
|
—
|
|
|
(7,194
|
)
|
|||||||
Unrealized loss on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,263
|
)
|
|
—
|
|
|
(1,263
|
)
|
|||||||
Defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amortization of prior service costs and unrecognized losses and credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,491
|
)
|
|
—
|
|
|
(1,491
|
)
|
|||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,804
|
)
|
|||||||
Issuance of warrants
|
—
|
|
|
—
|
|
|
12,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,376
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,583
|
)
|
|
—
|
|
|
—
|
|
|
(1,583
|
)
|
|||||||
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
(5,000
|
)
|
|||||||
December 31, 2016 Balance
|
$
|
8,974
|
|
|
$
|
183
|
|
|
$
|
266,151
|
|
|
$
|
266,144
|
|
|
$
|
(19,335
|
)
|
|
$
|
(99,730
|
)
|
|
$
|
422,387
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Trade receivables, net
|
$
|
4,526
|
|
|
$
|
5,040
|
|
Inventories, net
|
5,335
|
|
|
6,404
|
|
||
Other current assets
|
74
|
|
|
27
|
|
||
Property and equipment, net
|
149
|
|
|
178
|
|
||
Assets sold
|
10,084
|
|
|
11,649
|
|
||
|
|
|
|
||||
Accounts payable
|
2,990
|
|
|
2,037
|
|
||
Accrued expenses and other short-term obligations
|
1,751
|
|
|
3,464
|
|
||
Current taxes payable
|
—
|
|
|
434
|
|
||
Liabilities sold
|
$
|
4,741
|
|
|
$
|
5,935
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Current
|
|
Long-
Term
|
|
Total
|
|
Current
|
|
Long-
Term
|
|
Total
|
||||||||||||
Installment receivables
|
$
|
2,027
|
|
|
$
|
2,685
|
|
|
$
|
4,712
|
|
|
$
|
2,309
|
|
|
$
|
2,318
|
|
|
$
|
4,627
|
|
Less: Unearned interest
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
|
1,987
|
|
|
2,685
|
|
|
4,672
|
|
|
2,267
|
|
|
2,318
|
|
|
4,585
|
|
||||||
Allowance for doubtful accounts
|
(619
|
)
|
|
(2,219
|
)
|
|
(2,838
|
)
|
|
(1,122
|
)
|
|
(1,670
|
)
|
|
(2,792
|
)
|
||||||
|
$
|
1,368
|
|
|
$
|
466
|
|
|
$
|
1,834
|
|
|
$
|
1,145
|
|
|
$
|
648
|
|
|
$
|
1,793
|
|
|
2016
|
|
2015
|
||||
Balance as of January 1
|
$
|
2,792
|
|
|
$
|
5,852
|
|
Current period provision (benefit)
|
1,220
|
|
|
(332
|
)
|
||
Direct write-offs charged against the allowance
|
(1,174
|
)
|
|
(2,728
|
)
|
||
Balance as of December 31
|
$
|
2,838
|
|
|
$
|
2,792
|
|
|
Total
Installment
Receivables
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance for
Doubtful
Accounts
|
|
Interest
Income
Recognized
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Impaired installment receivables with a related allowance recorded
|
$
|
3,762
|
|
|
$
|
3,762
|
|
|
$
|
2,706
|
|
|
$
|
—
|
|
Canada
|
|
|
|
|
|
|
|
||||||||
Non-impaired installment receivables with no related allowance recorded
|
818
|
|
|
778
|
|
|
—
|
|
|
65
|
|
||||
Impaired installment receivables with a related allowance recorded
|
132
|
|
|
132
|
|
|
132
|
|
|
—
|
|
||||
Total Canadian installment receivables
|
$
|
950
|
|
|
$
|
910
|
|
|
$
|
132
|
|
|
$
|
65
|
|
Total
|
|
|
|
|
|
|
|
||||||||
Non-impaired installment receivables with no related allowance recorded
|
818
|
|
|
778
|
|
|
—
|
|
|
65
|
|
||||
Impaired installment receivables with a related allowance recorded
|
3,894
|
|
|
3,894
|
|
|
2,838
|
|
|
—
|
|
||||
Total installment receivables
|
$
|
4,712
|
|
|
$
|
4,672
|
|
|
$
|
2,838
|
|
|
$
|
65
|
|
|
Total
Installment
Receivables
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance for
Doubtful
Accounts
|
|
Interest
Income
Recognized
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Impaired installment receivables with a related allowance recorded
|
$
|
3,618
|
|
|
$
|
3,618
|
|
|
$
|
2,729
|
|
|
$
|
—
|
|
Canada
|
|
|
|
|
|
|
|
||||||||
Non-impaired installment receivables with no related allowance recorded
|
946
|
|
|
904
|
|
|
—
|
|
|
52
|
|
||||
Impaired installment receivables with a related allowance recorded
|
63
|
|
|
63
|
|
|
63
|
|
|
—
|
|
||||
Total Canadian installment receivables
|
$
|
1,009
|
|
|
$
|
967
|
|
|
$
|
63
|
|
|
$
|
52
|
|
Total
|
|
|
|
|
|
|
|
||||||||
Non-impaired installment receivables with no related allowance recorded
|
946
|
|
|
904
|
|
|
—
|
|
|
52
|
|
||||
Impaired installment receivables with a related allowance recorded
|
3,681
|
|
|
3,681
|
|
|
2,792
|
|
|
—
|
|
||||
Total installment receivables
|
$
|
4,627
|
|
|
$
|
4,585
|
|
|
$
|
2,792
|
|
|
$
|
52
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Total
|
|
U.S.
|
|
Canada
|
|
Total
|
|
U.S.
|
|
Canada
|
||||||||||||
Current
|
$
|
832
|
|
|
$
|
—
|
|
|
$
|
832
|
|
|
$
|
908
|
|
|
$
|
—
|
|
|
$
|
908
|
|
0-30 days past due
|
18
|
|
|
—
|
|
|
18
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
31-60 days past due
|
12
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
61-90 days past due
|
2
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
90+ days past due
|
3,848
|
|
|
3,762
|
|
|
86
|
|
|
3,690
|
|
|
3,618
|
|
|
72
|
|
||||||
|
$
|
4,712
|
|
|
$
|
3,762
|
|
|
$
|
950
|
|
|
$
|
4,627
|
|
|
$
|
3,618
|
|
|
$
|
1,009
|
|
|
2016
|
|
2015
|
||||
Finished goods
|
$
|
68,701
|
|
|
$
|
60,803
|
|
Raw materials
|
56,270
|
|
|
54,005
|
|
||
Work in process
|
10,673
|
|
|
11,595
|
|
||
|
$
|
135,644
|
|
|
$
|
126,403
|
|
|
2016
|
|
2015
|
||||
Value added tax receivables
|
$
|
14,336
|
|
|
$
|
18,031
|
|
Service contracts
|
2,902
|
|
|
2,013
|
|
||
Prepaid insurance
|
2,761
|
|
|
2,538
|
|
||
Derivatives (foreign currency forward contracts)
|
2,754
|
|
|
4,143
|
|
||
Prepaid inventory
|
790
|
|
|
158
|
|
||
Recoverable income taxes
|
503
|
|
|
367
|
|
||
Prepaid debt fees
|
489
|
|
|
869
|
|
||
Prepaid and other current assets
|
6,984
|
|
|
6,313
|
|
||
|
$
|
31,519
|
|
|
$
|
34,432
|
|
|
2016
|
|
2015
|
||||
Convertible note hedge asset
|
$
|
25,471
|
|
|
$
|
—
|
|
Cash surrender value of life insurance policies
|
1,824
|
|
|
1,674
|
|
||
Deferred financing fees
|
793
|
|
|
1,088
|
|
||
Investments
|
108
|
|
|
160
|
|
||
Long-term installment receivables
|
466
|
|
|
648
|
|
||
Long-term deferred taxes
|
837
|
|
|
908
|
|
||
Other
|
188
|
|
|
181
|
|
||
|
$
|
29,687
|
|
|
$
|
4,659
|
|
|
2016
|
|
2015
|
||||
Machinery and equipment
|
$
|
301,367
|
|
|
$
|
299,205
|
|
Land, buildings and improvements
|
73,709
|
|
|
73,830
|
|
||
Furniture and fixtures
|
10,100
|
|
|
10,023
|
|
||
Leasehold improvements
|
12,054
|
|
|
11,947
|
|
||
|
397,230
|
|
|
395,005
|
|
||
Less allowance for depreciation
|
(321,871
|
)
|
|
(316,500
|
)
|
||
|
$
|
75,359
|
|
|
$
|
78,505
|
|
|
Institutional
Products
Group
|
|
Europe
|
|
Consolidated
|
||||||
Balance at January 1, 2015
|
$
|
29,919
|
|
|
$
|
391,100
|
|
|
$
|
421,019
|
|
Foreign currency translation adjustments
|
(2,763
|
)
|
|
(56,576
|
)
|
|
(59,339
|
)
|
|||
Balance at December 31, 2015
|
27,156
|
|
|
334,524
|
|
|
361,680
|
|
|||
Foreign currency translation adjustments
|
450
|
|
|
(1,528
|
)
|
|
(1,078
|
)
|
|||
Balance at December 31, 2016
|
$
|
27,606
|
|
|
$
|
332,996
|
|
|
$
|
360,602
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
||||||||
Customer lists
|
$
|
49,362
|
|
|
$
|
45,797
|
|
|
$
|
49,858
|
|
|
$
|
45,019
|
|
Trademarks
|
24,091
|
|
|
—
|
|
|
24,524
|
|
|
—
|
|
||||
License agreements
|
1,126
|
|
|
1,126
|
|
|
1,098
|
|
|
1,098
|
|
||||
Developed technology
|
7,287
|
|
|
5,969
|
|
|
7,405
|
|
|
5,921
|
|
||||
Patents
|
5,512
|
|
|
5,487
|
|
|
5,959
|
|
|
5,843
|
|
||||
Other
|
1,162
|
|
|
1,138
|
|
|
1,161
|
|
|
1,124
|
|
||||
|
$
|
88,540
|
|
|
$
|
59,517
|
|
|
$
|
90,005
|
|
|
$
|
59,005
|
|
|
2016
|
|
2015
|
||||
Salaries and wages
|
$
|
32,959
|
|
|
$
|
41,216
|
|
Warranty cost
|
23,302
|
|
|
22,820
|
|
||
Taxes other than income taxes, primarily Value Added Taxes
|
19,194
|
|
|
21,424
|
|
||
Freight
|
5,211
|
|
|
5,978
|
|
||
Professional
|
4,728
|
|
|
5,774
|
|
||
Product liability, current portion
|
3,996
|
|
|
3,127
|
|
||
Interest
|
3,747
|
|
|
872
|
|
||
Severance
|
2,049
|
|
|
2,477
|
|
||
Derivatives (foreign currency forward exchange contracts)
|
1,783
|
|
|
2,014
|
|
||
Deferred revenue
|
1,446
|
|
|
400
|
|
||
Insurance
|
742
|
|
|
695
|
|
||
Rent
|
672
|
|
|
402
|
|
||
Supplemental Executive Retirement Plan (SERP)
|
391
|
|
|
1,279
|
|
||
Rebates
|
356
|
|
|
1,791
|
|
||
Other items, principally trade accruals
|
9,519
|
|
|
8,687
|
|
||
|
$
|
110,095
|
|
|
$
|
118,956
|
|
|
2016
|
|
2015
|
||||
Balance as of January 1
|
$
|
22,820
|
|
|
$
|
30,738
|
|
Warranties provided during the period
|
12,019
|
|
|
11,561
|
|
||
Settlements made during the period
|
(15,461
|
)
|
|
(17,817
|
)
|
||
Changes in liability for pre-existing warranties during the period, including expirations
|
3,924
|
|
|
(1,662
|
)
|
||
Balance as of December 31
|
$
|
23,302
|
|
|
$
|
22,820
|
|
|
2016
|
|
2015
|
||||
Senior secured revolving credit facility, due in January 2021
|
$
|
—
|
|
|
$
|
—
|
|
Convertible senior notes at 5.00%, due in February 2021
|
115,159
|
|
|
—
|
|
||
Convertible senior subordinated debentures at 4.125%, due in February 2027
|
13,039
|
|
|
12,147
|
|
||
Other notes and lease obligations
|
33,151
|
|
|
34,973
|
|
||
|
161,349
|
|
|
47,120
|
|
||
Less current maturities of long-term debt
|
(15,261
|
)
|
|
(2,028
|
)
|
||
|
$
|
146,088
|
|
|
$
|
45,092
|
|
|
2016
|
|
2015
|
||||
Carrying amount of equity component
|
$
|
25,381
|
|
|
$
|
25,381
|
|
|
|
|
|
||||
Principal amount of liability component
|
$
|
13,350
|
|
|
$
|
13,350
|
|
Unamortized discount
|
(311
|
)
|
|
(1,203
|
)
|
||
Net carrying amount of liability component
|
$
|
13,039
|
|
|
$
|
12,147
|
|
|
December 31, 2016
|
|
||
Principal amount of liability component
|
$
|
150,000
|
|
|
Unamortized discount
|
(29,919
|
)
|
|
|
Debt fees
|
(4,922
|
)
|
|
|
Net carrying amount of liability component
|
$
|
115,159
|
|
|
|
2016
|
|
2015
|
||||
Deferred income taxes
|
$
|
31,079
|
|
|
$
|
32,115
|
|
Convertible debt conversion liability
|
30,708
|
|
|
—
|
|
||
Product liability
|
16,615
|
|
|
14,582
|
|
||
Pension
|
13,258
|
|
|
9,868
|
|
||
Deferred gain on sale leaseback
|
6,703
|
|
|
6,978
|
|
||
Supplemental Executive Retirement Plan liability
|
5,612
|
|
|
4,930
|
|
||
Deferred compensation
|
3,593
|
|
|
4,167
|
|
||
Uncertain tax obligation including interest
|
3,150
|
|
|
4,467
|
|
||
Other
|
3,689
|
|
|
5,482
|
|
||
Total long-term obligations
|
$
|
114,407
|
|
|
$
|
82,589
|
|
|
Capital Leases
|
|
Operating Leases
|
||||
2017
|
$
|
3,477
|
|
|
$
|
15,360
|
|
2018
|
2,945
|
|
|
9,062
|
|
||
2019
|
2,728
|
|
|
4,959
|
|
||
2020
|
2,672
|
|
|
2,109
|
|
||
2021
|
2,672
|
|
|
756
|
|
||
Thereafter
|
30,201
|
|
|
441
|
|
||
Total future minimum lease payments
|
44,695
|
|
|
$
|
32,687
|
|
|
Amounts representing interest
|
(11,544
|
)
|
|
|
|||
Present value of minimum lease payments
|
$
|
33,151
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Non-qualified stock options
|
$
|
745
|
|
|
$
|
1,228
|
|
|
$
|
3,356
|
|
Restricted stock and restricted stock units
|
5,039
|
|
|
2,785
|
|
|
2,270
|
|
|||
Performance shares and performance share units
|
1,110
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
6,894
|
|
|
$
|
4,013
|
|
|
$
|
5,626
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Non-qualified stock options
|
$
|
175
|
|
|
$
|
1,059
|
|
|
$
|
2,600
|
|
Restricted stock and restricted stock units
|
8,740
|
|
|
9,476
|
|
|
4,461
|
|
|||
Performance shares and performance share units
|
3,134
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
12,049
|
|
|
$
|
10,535
|
|
|
$
|
7,061
|
|
|
2016
|
|
Weighted
Average
Exercise
Price
|
|
2015
|
|
Weighted
Average
Exercise
Price
|
|
2014
|
|
Weighted
Average
Exercise
Price
|
||||||||||||
Options outstanding at January 1
|
2,942,783
|
|
|
$
|
21.22
|
|
|
3,600,132
|
|
|
$
|
22.74
|
|
|
4,533,782
|
|
|
$
|
23.86
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,977
|
|
|
16.71
|
|
||||||
Exercised
|
(1,250
|
)
|
|
13.82
|
|
|
(172,218
|
)
|
|
13.95
|
|
|
(33,810
|
)
|
|
14.16
|
|
||||||
Canceled
|
(398,801
|
)
|
|
21.47
|
|
|
(485,131
|
)
|
|
34.98
|
|
|
(908,817
|
)
|
|
28.57
|
|
||||||
Options outstanding at December 31
|
2,542,732
|
|
|
$
|
21.19
|
|
|
2,942,783
|
|
|
$
|
21.22
|
|
|
3,600,132
|
|
|
$
|
22.74
|
|
|||
Options exercise price range at December 31
|
$ 13.37 to
|
|
|
|
|
$ 13.37 to
|
|
|
|
|
$ 13.37 to
|
|
|
|
|||||||||
|
$
|
33.36
|
|
|
|
|
$
|
33.36
|
|
|
|
|
$
|
47.80
|
|
|
|
||||||
Options exercisable at December 31
|
2,513,614
|
|
|
|
|
2,656,983
|
|
|
|
|
2,954,082
|
|
|
|
|||||||||
Shares available for grant at December 31*
|
3,891,121
|
|
|
|
|
2,659,562
|
|
|
|
|
3,654,426
|
|
|
|
*
|
Shares available for grant as of
December 31, 2016
reduced by net restricted stock and restricted stock unit and performance share and performance share unit award activity of
1,767,756
shares and
1,117,848
shares, respectively.
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Prices
|
Number
Outstanding
At 12/31/16
|
|
Weighted Average
Remaining
Contractual Life Years
|
|
Weighted Average
Exercise Price
|
|
Number
Exercisable
At 12/31/16
|
|
Weighted Average
Exercise Price
|
||||||
$ 13.37 – $20.00
|
686,671
|
|
|
5.7
|
|
$
|
14.13
|
|
|
657,553
|
|
|
$
|
14.07
|
|
$ 20.01 – $25.00
|
1,099,977
|
|
|
2.8
|
|
22.57
|
|
|
1,099,977
|
|
|
22.57
|
|
||
$ 25.01 – $30.00
|
751,588
|
|
|
2.6
|
|
25.55
|
|
|
751,588
|
|
|
25.55
|
|
||
$ 30.01 – $33.36
|
4,496
|
|
|
4.4
|
|
33.36
|
|
|
4,496
|
|
|
33.36
|
|
||
Total
|
2,542,732
|
|
|
3.5
|
|
$
|
21.19
|
|
|
2,513,614
|
|
|
$
|
21.39
|
|
|
|
2014
|
|
Expected dividend yield
|
|
0.3
|
%
|
Expected stock price volatility
|
|
36.8
|
%
|
Risk-free interest rate
|
|
1.76
|
%
|
Expected life in years
|
|
6.1
|
|
Forfeiture percentage
|
|
13.0
|
%
|
|
2016
|
Weighted Average Fair Value
|
|
2015
|
Weighted Average Fair Value
|
|
2014
|
Weighted Average Fair Value
|
|||||||||
Stock / Units unvested at January 1
|
641,505
|
|
$
|
18.89
|
|
|
312,423
|
|
$
|
17.91
|
|
|
264,878
|
|
$
|
16.69
|
|
Granted
|
486,711
|
|
12.62
|
|
|
480,839
|
|
19.09
|
|
|
218,276
|
|
19.36
|
|
|||
Vested
|
(139,298
|
)
|
17.86
|
|
|
(56,976
|
)
|
16.47
|
|
|
(93,140
|
)
|
17.62
|
|
|||
Canceled
|
(110,562
|
)
|
16.60
|
|
|
(94,781
|
)
|
18.11
|
|
|
(77,591
|
)
|
17.58
|
|
|||
Stock / Units unvested at December 31
|
878,356
|
|
$
|
15.87
|
|
|
641,505
|
|
$
|
18.89
|
|
|
312,423
|
|
$
|
17.91
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
Weighted Average Fair Value
|
|
2015
|
|
Weighted Average Fair Value
|
|
2014
|
|
Weighted Average Fair Value
|
|||||||||
Shares / Units unvested at January 1
|
198,401
|
|
|
$
|
19.50
|
|
|
121,644
|
|
|
$
|
20.05
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
234,402
|
|
|
12.82
|
|
|
114,257
|
|
|
18.95
|
|
|
152,800
|
|
|
20.05
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled
|
(123,335
|
)
|
|
19.14
|
|
|
(37,500
|
)
|
|
19.62
|
|
|
(31,156
|
)
|
|
20.05
|
|
|||
Shares / Units unvested at December 31
|
309,468
|
|
|
$
|
14.58
|
|
|
198,401
|
|
|
$
|
19.50
|
|
|
121,644
|
|
|
$
|
20.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency
|
|
Long-Term Notes
|
|
Defined Benefit Plans
|
|
Derivatives
|
|
Total
|
||||||||||
December 31, 2015
|
|
$
|
(5,744
|
)
|
|
$
|
4,111
|
|
|
$
|
(9,757
|
)
|
|
$
|
2,003
|
|
|
$
|
(9,387
|
)
|
OCI before reclassifications
|
|
(20,455
|
)
|
|
13,261
|
|
|
(2,284
|
)
|
|
989
|
|
|
(8,489
|
)
|
|||||
Amount reclassified from accumulated OCI
|
|
—
|
|
|
—
|
|
|
793
|
|
|
(2,252
|
)
|
|
(1,459
|
)
|
|||||
Net current-period OCI
|
|
(20,455
|
)
|
|
13,261
|
|
|
(1,491
|
)
|
|
(1,263
|
)
|
|
(9,948
|
)
|
|||||
December 31, 2016
|
|
$
|
(26,199
|
)
|
|
$
|
17,372
|
|
|
$
|
(11,248
|
)
|
|
$
|
740
|
|
|
$
|
(19,335
|
)
|
|
|
Foreign Currency
|
|
Long-Term Notes
|
|
Defined Benefit Plans
|
|
Derivatives
|
|
Total
|
||||||||||
December 31, 2014
|
|
$
|
86,236
|
|
|
$
|
(6,465
|
)
|
|
$
|
(7,601
|
)
|
|
$
|
(551
|
)
|
|
$
|
71,619
|
|
OCI before reclassifications
|
|
(91,980
|
)
|
|
10,576
|
|
|
(2,292
|
)
|
|
3,545
|
|
|
(80,151
|
)
|
|||||
Amount reclassified from accumulated OCI
|
|
—
|
|
|
—
|
|
|
136
|
|
|
(991
|
)
|
|
(855
|
)
|
|||||
Net current-period OCI
|
|
(91,980
|
)
|
|
10,576
|
|
|
(2,156
|
)
|
|
2,554
|
|
|
(81,006
|
)
|
|||||
December 31, 2015
|
|
$
|
(5,744
|
)
|
|
$
|
4,111
|
|
|
$
|
(9,757
|
)
|
|
$
|
2,003
|
|
|
$
|
(9,387
|
)
|
|
|
Amount reclassified from OCI
|
|
Affected Statement of Comprehensive (Income) Loss line
|
||||||
|
|
2016
|
|
2015
|
|
|
||||
Defined Benefit Plans:
|
|
|
|
|
|
|
||||
Service and interest costs
|
|
$
|
882
|
|
|
$
|
133
|
|
|
Selling, General and Administrative
|
Tax
|
|
(89
|
)
|
|
3
|
|
|
Income Taxes
|
||
Total after tax
|
|
$
|
793
|
|
|
$
|
136
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts hedging sales
|
|
$
|
(4,453
|
)
|
|
$
|
2,778
|
|
|
Net Sales
|
Foreign currency forward contracts hedging purchases
|
|
1,880
|
|
|
(3,890
|
)
|
|
Cost of Products Sold
|
||
Total before tax
|
|
(2,573
|
)
|
|
(1,112
|
)
|
|
|
||
Tax
|
|
321
|
|
|
121
|
|
|
Income Taxes
|
||
Total after tax
|
|
$
|
(2,252
|
)
|
|
$
|
(991
|
)
|
|
|
|
Common Stock
Shares
|
|
Class B
Shares
|
|
Treasury
Shares
|
|||
January 1, 2014 Balance
|
34,084
|
|
|
1,085
|
|
|
(3,158
|
)
|
Exercise of stock options
|
34
|
|
|
—
|
|
|
—
|
|
Restricted stock awards
|
101
|
|
|
—
|
|
|
(29
|
)
|
December 31, 2014 Balance
|
34,219
|
|
|
1,085
|
|
|
(3,187
|
)
|
Conversion of Class B to Common
|
351
|
|
|
(351
|
)
|
|
—
|
|
Exercise of stock options
|
172
|
|
|
—
|
|
|
—
|
|
Restricted stock awards
|
282
|
|
|
—
|
|
|
(7
|
)
|
December 31, 2015 Balance
|
35,024
|
|
|
734
|
|
|
(3,194
|
)
|
Conversion of Class B to Common
|
5
|
|
|
(5
|
)
|
|
—
|
|
Exercise of stock options
|
1
|
|
|
—
|
|
|
—
|
|
Restricted stock awards
|
288
|
|
|
—
|
|
|
(32
|
)
|
Purchase of treasury shares
|
—
|
|
|
—
|
|
|
(390
|
)
|
December 31, 2016 Balance
|
35,318
|
|
|
729
|
|
|
(3,616
|
)
|
|
Severance
|
|
Inventory
|
|
Lease Terminations
|
|
Other
|
|
Total
|
||||||||||
December 31, 2010 Balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
4,755
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4,759
|
|
|||||
IPG
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
Europe
|
3,288
|
|
|
277
|
|
|
1,788
|
|
|
113
|
|
|
5,466
|
|
|||||
Asia/Pacific
|
186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|||||
Total
|
8,352
|
|
|
277
|
|
|
1,788
|
|
|
117
|
|
|
10,534
|
|
|||||
Payments
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
(1,663
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1,667
|
)
|
|||||
IPG
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||
Europe
|
(1,546
|
)
|
|
(277
|
)
|
|
(1,714
|
)
|
|
(113
|
)
|
|
(3,650
|
)
|
|||||
Asia/Pacific
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
|||||
Total
|
(3,447
|
)
|
|
(277
|
)
|
|
(1,714
|
)
|
|
(117
|
)
|
|
(5,555
|
)
|
|||||
December 31, 2011 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
3,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,092
|
|
|||||
IPG
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|||||
Europe
|
1,742
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
1,816
|
|
|||||
Asia/Pacific
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
4,905
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
4,979
|
|
|||||
Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
4,242
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
4,247
|
|
|||||
IPG
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Europe
|
817
|
|
|
—
|
|
|
53
|
|
|
1,223
|
|
|
2,093
|
|
|||||
Asia/Pacific
|
1,681
|
|
|
491
|
|
|
1,667
|
|
|
1,181
|
|
|
5,020
|
|
|||||
Total
|
6,775
|
|
|
491
|
|
|
1,725
|
|
|
2,404
|
|
|
11,395
|
|
|||||
Payments
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
(3,587
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(3,592
|
)
|
|||||
IPG
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||
Europe
|
(1,964
|
)
|
|
—
|
|
|
(127
|
)
|
|
(1,223
|
)
|
|
(3,314
|
)
|
|||||
Asia/Pacific
|
(812
|
)
|
|
(340
|
)
|
|
(42
|
)
|
|
(1,175
|
)
|
|
(2,369
|
)
|
|||||
Total
|
(6,469
|
)
|
|
(340
|
)
|
|
(174
|
)
|
|
(2,398
|
)
|
|
(9,381
|
)
|
|||||
December 31, 2012 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
3,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,747
|
|
|||||
Europe
|
595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
595
|
|
|||||
Asia/Pacific
|
869
|
|
|
151
|
|
|
1,625
|
|
|
6
|
|
|
2,651
|
|
|||||
Total
|
5,211
|
|
|
151
|
|
|
1,625
|
|
|
6
|
|
|
6,993
|
|
|||||
Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
5,405
|
|
|
—
|
|
|
164
|
|
|
353
|
|
|
5,922
|
|
|||||
IPG
|
267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|||||
Europe
|
1,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,640
|
|
|||||
Asia/Pacific
|
970
|
|
|
—
|
|
|
534
|
|
|
3
|
|
|
1,507
|
|
|||||
Total
|
$
|
8,282
|
|
|
$
|
—
|
|
|
$
|
698
|
|
|
$
|
356
|
|
|
$
|
9,336
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
Inventory
|
|
Lease Terminations
|
|
Other
|
|
Total
|
||||||||||
Payments
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
$
|
(6,347
|
)
|
|
$
|
—
|
|
|
$
|
(164
|
)
|
|
$
|
(353
|
)
|
|
$
|
(6,864
|
)
|
IPG
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|||||
Europe
|
(1,146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,146
|
)
|
|||||
Asia/Pacific
|
(1,839
|
)
|
|
(151
|
)
|
|
(1,660
|
)
|
|
(9
|
)
|
|
(3,659
|
)
|
|||||
Total
|
(9,507
|
)
|
|
(151
|
)
|
|
(1,824
|
)
|
|
(362
|
)
|
|
(11,844
|
)
|
|||||
December 31, 2013 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
2,805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,805
|
|
|||||
IPG
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||
Europe
|
1,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,089
|
|
|||||
Asia/Pacific
|
—
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
499
|
|
|||||
Total
|
3,986
|
|
|
—
|
|
|
499
|
|
|
—
|
|
|
4,485
|
|
|||||
Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
4,404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,404
|
|
|||||
IPG
|
1,163
|
|
|
—
|
|
|
—
|
|
|
761
|
|
|
1,924
|
|
|||||
Europe
|
527
|
|
|
—
|
|
|
—
|
|
|
525
|
|
|
1,052
|
|
|||||
Asia/Pacific
|
769
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
754
|
|
|||||
Other
|
2,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,978
|
|
|||||
Total
|
9,841
|
|
|
—
|
|
|
(15
|
)
|
|
1,286
|
|
|
11,112
|
|
|||||
Payments
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
(6,547
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,547
|
)
|
|||||
IPG
|
(1,107
|
)
|
|
—
|
|
|
—
|
|
|
(761
|
)
|
|
(1,868
|
)
|
|||||
Europe
|
(1,195
|
)
|
|
—
|
|
|
—
|
|
|
(525
|
)
|
|
(1,720
|
)
|
|||||
Asia/Pacific
|
(769
|
)
|
|
—
|
|
|
(227
|
)
|
|
—
|
|
|
(996
|
)
|
|||||
Total
|
(9,618
|
)
|
|
—
|
|
|
(227
|
)
|
|
(1,286
|
)
|
|
(11,131
|
)
|
|||||
December 31, 2014 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
662
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662
|
|
|||||
IPG
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|||||
Europe
|
421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
421
|
|
|||||
Asia/Pacific
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
|||||
Other
|
2,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,978
|
|
|||||
Total
|
4,209
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
4,466
|
|
|||||
Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
1,069
|
|
|
—
|
|
|
292
|
|
|
—
|
|
|
1,361
|
|
|||||
IPG
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|||||
Europe
|
510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
510
|
|
|||||
Asia/Pacific
|
26
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
27
|
|
|||||
Total
|
1,678
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
1,971
|
|
|||||
Payments
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
(1,069
|
)
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(1,124
|
)
|
|||||
IPG
|
(221
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(221
|
)
|
|||||
Europe
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(619
|
)
|
|||||
Asia/Pacific
|
(26
|
)
|
|
—
|
|
|
(258
|
)
|
|
—
|
|
|
(284
|
)
|
|||||
Other
|
(1,475
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,475
|
)
|
|||||
Total
|
$
|
(3,410
|
)
|
|
$
|
—
|
|
|
$
|
(313
|
)
|
|
$
|
—
|
|
|
$
|
(3,723
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Severance
|
|
Inventory
|
|
Lease Terminations
|
|
Other
|
|
Total
|
||||||||||
December 31, 2015 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
$
|
662
|
|
|
$
|
—
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
899
|
|
Europe
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|||||
Other
|
1,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,503
|
|
|||||
Total
|
2,477
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
2,714
|
|
|||||
Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
1,862
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
2,347
|
|
|||||
Asia/Pacific
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Total
|
1,962
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
2,447
|
|
|||||
Payments
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
(1,741
|
)
|
|
—
|
|
|
(602
|
)
|
|
—
|
|
|
(2,343
|
)
|
|||||
Europe
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|||||
Asia/Pacific
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||||
Other
|
(237
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237
|
)
|
|||||
Total
|
(2,390
|
)
|
|
—
|
|
|
(602
|
)
|
|
—
|
|
|
(2,992
|
)
|
|||||
December 31, 2016 Balance
|
|
|
|
|
|
|
|
|
|
||||||||||
North America/HME
|
783
|
|
|
—
|
|
|
120
|
|
|
—
|
|
|
903
|
|
|||||
Other
|
1,266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,266
|
|
|||||
Total
|
$
|
2,049
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
2,169
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
(68,949
|
)
|
|
$
|
(54,812
|
)
|
|
$
|
(104,776
|
)
|
Foreign
|
39,392
|
|
|
43,072
|
|
|
41,566
|
|
|||
|
$
|
(29,557
|
)
|
|
$
|
(11,740
|
)
|
|
$
|
(63,210
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(360
|
)
|
|
$
|
(167
|
)
|
|
$
|
(7,105
|
)
|
State
|
(115
|
)
|
|
(150
|
)
|
|
(63
|
)
|
|||
Foreign
|
12,873
|
|
|
11,439
|
|
|
15,105
|
|
|||
|
12,398
|
|
|
11,122
|
|
|
7,937
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
3,222
|
|
|
100
|
|
|||
State
|
—
|
|
|
318
|
|
|
—
|
|
|||
Foreign
|
901
|
|
|
48
|
|
|
(2,487
|
)
|
|||
|
901
|
|
|
3,588
|
|
|
(2,387
|
)
|
|||
Income Taxes
|
$
|
13,299
|
|
|
$
|
14,710
|
|
|
$
|
5,550
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Statutory federal income tax rate
|
(35.0
|
)%
|
|
(35.0
|
)%
|
|
(35.0
|
)%
|
State and local income taxes, net of federal income tax benefit
|
(0.3
|
)
|
|
0.9
|
|
|
(0.1
|
)
|
Tax credits
|
(1.7
|
)
|
|
(61.8
|
)
|
|
(5.1
|
)
|
Foreign taxes at less than the federal statutory rate (including tax holidays)
|
(7.1
|
)
|
|
(46.1
|
)
|
|
(10.7
|
)
|
Federal and foreign valuation allowance
|
83.0
|
|
|
168.0
|
|
|
52.5
|
|
Withholding taxes
|
1.1
|
|
|
3.0
|
|
|
0.6
|
|
Unremitted earnings
|
5.8
|
|
|
(3.7
|
)
|
|
0.7
|
|
Dividends
|
3.0
|
|
|
100.1
|
|
|
12.3
|
|
Life insurance
|
(0.2
|
)
|
|
(2.7
|
)
|
|
4.1
|
|
Foreign branch activity
|
(3.1
|
)
|
|
(8.1
|
)
|
|
(1.8
|
)
|
Uncertain tax positions
|
(2.0
|
)
|
|
6.7
|
|
|
1.2
|
|
Other, net
|
1.5
|
|
|
4.0
|
|
|
(9.9
|
)
|
Effective federal income tax rate
|
45.0
|
%
|
|
125.3
|
%
|
|
8.8
|
%
|
|
2016
|
|
2015
|
||||
Bad Debt
|
$
|
2,952
|
|
|
$
|
3,670
|
|
Warranty
|
4,861
|
|
|
5,357
|
|
||
Other accrued expenses and reserves
|
1,263
|
|
|
4,355
|
|
||
Inventory
|
3,605
|
|
|
2,395
|
|
||
Goodwill and intangibles
|
(24,694
|
)
|
|
(25,008
|
)
|
||
Convertible debt
|
(319
|
)
|
|
(421
|
)
|
||
Fixed assets
|
(5,499
|
)
|
|
(8,207
|
)
|
||
Compensation and benefits
|
8,491
|
|
|
7,136
|
|
||
Loss and credit carryforwards
|
124,901
|
|
|
102,194
|
|
||
Product liability
|
4,044
|
|
|
4,107
|
|
||
State and local taxes
|
21,692
|
|
|
19,932
|
|
||
Valuation allowance
|
(173,981
|
)
|
|
(151,972
|
)
|
||
Other, net
|
2,442
|
|
|
5,255
|
|
||
Net Deferred Income Taxes
|
$
|
(30,242
|
)
|
|
$
|
(31,207
|
)
|
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
$
|
9,553
|
|
|
$
|
11,019
|
|
Additions to:
|
|
|
|
||||
Positions taken during the current year
|
54
|
|
|
227
|
|
||
Positions taken during a prior year
|
280
|
|
|
270
|
|
||
Exchange rate impact
|
57
|
|
|
—
|
|
||
Deductions due to:
|
|
|
|
||||
Exchange rate impact
|
(11
|
)
|
|
(1,197
|
)
|
||
Positions taken during a prior year
|
(42
|
)
|
|
(527
|
)
|
||
Settlements with taxing authorities
|
(6,245
|
)
|
|
—
|
|
||
Lapse of statute of limitations
|
(178
|
)
|
|
(239
|
)
|
||
Balance at end of year
|
$
|
3,468
|
|
|
$
|
9,553
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands except per share data)
|
||||||||||
Basic
|
|
|
|
|
|
||||||
Average common shares outstanding
|
32,471
|
|
|
32,171
|
|
|
32,009
|
|
|||
|
|
|
|
|
|
||||||
Net loss from continuing operations
|
$
|
(42,856
|
)
|
|
$
|
(26,450
|
)
|
|
$
|
(68,760
|
)
|
Net earnings from discontinued operations
|
$
|
—
|
|
|
$
|
260
|
|
|
$
|
12,690
|
|
Net loss
|
$
|
(42,856
|
)
|
|
$
|
(26,190
|
)
|
|
$
|
(56,070
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share from continuing operations
|
$
|
(1.32
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(2.15
|
)
|
Net earnings per common share from discontinued operations
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.40
|
|
Net loss per common share
|
$
|
(1.32
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.75
|
)
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
||||||
Average common shares outstanding
|
32,471
|
|
|
32,171
|
|
|
32,009
|
|
|||
Stock options and awards
|
119
|
|
|
512
|
|
|
188
|
|
|||
Average common shares assuming dilution
|
32,590
|
|
|
32,683
|
|
|
32,197
|
|
|||
|
|
|
|
|
|
||||||
Net loss from continuing operations
|
$
|
(42,856
|
)
|
|
$
|
(26,450
|
)
|
|
$
|
(68,760
|
)
|
Net earnings from discontinued operations
|
$
|
—
|
|
|
$
|
260
|
|
|
$
|
12,690
|
|
Net loss
|
$
|
(42,856
|
)
|
|
$
|
(26,190
|
)
|
|
$
|
(56,070
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share from continuing operations *
|
$
|
(1.32
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(2.15
|
)
|
Net earnings per common share from discontinued operations
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.39
|
|
Net loss per common share *
|
$
|
(1.32
|
)
|
|
$
|
(0.81
|
)
|
|
$
|
(1.75
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Notional
Amount
|
|
Unrealized
Net Gain
(Loss)
|
|
Notional
Amount
|
|
Unrealized
Net Gain
(Loss)
|
||||||||
USD / AUD
|
$
|
5,841
|
|
|
$
|
316
|
|
|
$
|
2,910
|
|
|
$
|
(83
|
)
|
USD / CAD
|
2,604
|
|
|
(18
|
)
|
|
3,893
|
|
|
181
|
|
||||
USD / CHF
|
370
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
USD / CNY
|
11,252
|
|
|
(301
|
)
|
|
16,786
|
|
|
(282
|
)
|
||||
USD / EUR
|
60,387
|
|
|
1,826
|
|
|
72,758
|
|
|
2,681
|
|
||||
USD / GBP
|
3,253
|
|
|
(75
|
)
|
|
3,862
|
|
|
22
|
|
||||
USD / NZD
|
9,650
|
|
|
(64
|
)
|
|
4,893
|
|
|
37
|
|
||||
USD / SEK
|
4,923
|
|
|
146
|
|
|
5,128
|
|
|
39
|
|
||||
USD / MXP
|
6,148
|
|
|
(417
|
)
|
|
8,494
|
|
|
(284
|
)
|
||||
EUR / AUD
|
506
|
|
|
6
|
|
|
669
|
|
|
(10
|
)
|
||||
EUR / CAD
|
—
|
|
|
—
|
|
|
1,283
|
|
|
(17
|
)
|
||||
EUR / CHF
|
—
|
|
|
—
|
|
|
1,944
|
|
|
(17
|
)
|
||||
EUR / GBP
|
14,511
|
|
|
(686
|
)
|
|
36,567
|
|
|
(424
|
)
|
||||
EUR / NOK
|
2,503
|
|
|
(25
|
)
|
|
3,375
|
|
|
(55
|
)
|
||||
EUR / SEK
|
—
|
|
|
—
|
|
|
2,464
|
|
|
(42
|
)
|
||||
EUR / NZD
|
3,777
|
|
|
16
|
|
|
3,609
|
|
|
476
|
|
||||
GBP / AUD
|
503
|
|
|
34
|
|
|
830
|
|
|
(46
|
)
|
||||
GBP / CHF
|
215
|
|
|
(10
|
)
|
|
463
|
|
|
(7
|
)
|
||||
GBP / SEK
|
1,389
|
|
|
(42
|
)
|
|
2,067
|
|
|
(1
|
)
|
||||
AUD / NZD
|
—
|
|
|
—
|
|
|
352
|
|
|
8
|
|
||||
CHF / DKK
|
595
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
DKK / SEK
|
31,978
|
|
|
49
|
|
|
37,293
|
|
|
46
|
|
||||
NOK / CHF
|
1,335
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
||||
NOK / SEK
|
2,618
|
|
|
21
|
|
|
3,524
|
|
|
(39
|
)
|
||||
|
$
|
164,358
|
|
|
$
|
776
|
|
|
$
|
213,164
|
|
|
$
|
2,183
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Notional
Amount
|
|
Gain
(Loss)
|
|
Notional
Amount
|
|
Gain
(Loss)
|
||||||||
AUD / USD
|
$
|
5,800
|
|
|
$
|
204
|
|
|
$
|
8,051
|
|
|
$
|
337
|
|
CAD / USD
|
—
|
|
|
—
|
|
|
5,762
|
|
|
$
|
(4
|
)
|
|||
CNY / USD
|
5,556
|
|
|
(24
|
)
|
|
9,943
|
|
|
(441
|
)
|
||||
EUR / USD
|
—
|
|
|
—
|
|
|
2,118
|
|
|
53
|
|
||||
DKK / USD
|
—
|
|
|
—
|
|
|
7,927
|
|
|
125
|
|
||||
GBP / USD
|
—
|
|
|
—
|
|
|
4,526
|
|
|
(106
|
)
|
||||
NZD / AUD
|
3,264
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
NOK / USD
|
—
|
|
|
—
|
|
|
1,838
|
|
|
(18
|
)
|
||||
|
$
|
14,620
|
|
|
$
|
195
|
|
|
$
|
40,165
|
|
|
$
|
(54
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Derivatives designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
2,535
|
|
|
$
|
1,759
|
|
|
$
|
3,626
|
|
|
$
|
1,443
|
|
Derivatives not designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
219
|
|
|
24
|
|
|
517
|
|
|
571
|
|
||||
|
$
|
2,754
|
|
|
$
|
1,783
|
|
|
$
|
4,143
|
|
|
$
|
2,014
|
|
Derivatives (foreign currency forward exchange contracts) 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, 2016
|
$
|
989
|
|
|
$
|
2,252
|
|
|
$
|
40
|
|
Year ended December 31, 2015
|
$
|
3,545
|
|
|
$
|
991
|
|
|
$
|
(11
|
)
|
|
|
|
|
|
|
||||||
Derivatives (foreign currency forward exchange contracts) not designated as hedging instruments under ASC 815
|
Amount of Gain (Loss)
Recognized in Income on
Derivatives
|
|
|
|
|
||||||
Year ended December 31, 2016
|
$
|
195
|
|
|
|
|
|
||||
Year ended December 31, 2015
|
$
|
(54
|
)
|
|
|
|
|
|
Fair Value
|
|
Gain (Loss)
|
||||
Convertible debt conversion long-term liability
|
$
|
(30,708
|
)
|
|
$
|
3,772
|
|
Convertible note hedge long-term asset
|
25,471
|
|
|
(2,504
|
)
|
||
|
$
|
(5,237
|
)
|
|
$
|
1,268
|
|
|
|
|
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, 2016
:
|
|
|
|
|
|
|
|
||||||
Forward Exchange Contracts—net
|
$
|
971
|
|
|
—
|
|
|
$
|
971
|
|
|
—
|
|
Convertible debt conversion liability
|
(30,708
|
)
|
|
—
|
|
|
(30,708
|
)
|
|
—
|
|
||
Convertible note hedge asset
|
25,471
|
|
|
—
|
|
|
25,471
|
|
|
—
|
|
||
December 31, 2015
:
|
|
|
|
|
|
|
|
||||||
Forward Exchange Contracts—net
|
$
|
2,129
|
|
|
—
|
|
|
$
|
2,129
|
|
|
—
|
|
|
2016
|
|
2015
|
||||||||||||
|
Carrying
Value
|
|
Fair Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
$
|
124,234
|
|
|
$
|
124,234
|
|
|
$
|
60,055
|
|
|
$
|
60,055
|
|
Other investments
|
108
|
|
|
108
|
|
|
160
|
|
|
160
|
|
||||
Installment receivables, net of reserves
|
1,834
|
|
|
1,834
|
|
|
1,793
|
|
|
1,793
|
|
||||
Long-term debt (including current maturities of long-term debt) *
|
(161,349
|
)
|
|
(164,900
|
)
|
|
(47,120
|
)
|
|
(47,369
|
)
|
||||
Convertible debt conversion liability in Other Long-Term Obligations
|
(30,708
|
)
|
|
(30,708
|
)
|
|
—
|
|
|
—
|
|
||||
Convertible note hedge in Other Long-Term Assets
|
25,471
|
|
|
25,471
|
|
|
—
|
|
|
—
|
|
||||
Forward contracts in other current assets
|
2,754
|
|
|
2,754
|
|
|
4,143
|
|
|
4,143
|
|
||||
Forward contracts in accrued expenses
|
(1,783
|
)
|
|
(1,783
|
)
|
|
(2,014
|
)
|
|
(2,014
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues from external customers
|
|
|
|
|
|
||||||
North America/HME
|
$
|
397,702
|
|
|
$
|
474,196
|
|
|
$
|
507,867
|
|
Institutional Products Group
|
64,413
|
|
|
87,137
|
|
|
102,796
|
|
|||
Europe
|
540,013
|
|
|
536,463
|
|
|
610,555
|
|
|||
Asia/Pacific
|
45,346
|
|
|
44,542
|
|
|
48,945
|
|
|||
Consolidated
|
$
|
1,047,474
|
|
|
$
|
1,142,338
|
|
|
$
|
1,270,163
|
|
Intersegment revenues
|
|
|
|
|
|
||||||
North America/HME
|
$
|
100,793
|
|
|
$
|
111,321
|
|
|
$
|
84,247
|
|
Institutional Products Group
|
2,885
|
|
|
997
|
|
|
6,711
|
|
|||
Europe
|
10,139
|
|
|
9,958
|
|
|
8,938
|
|
|||
Asia/Pacific
|
19,366
|
|
|
20,661
|
|
|
26,173
|
|
|||
Consolidated
|
$
|
133,183
|
|
|
$
|
142,937
|
|
|
$
|
126,069
|
|
Depreciation and amortization
|
|
|
|
|
|
||||||
North America/HME (1)
|
$
|
5,932
|
|
|
$
|
7,549
|
|
|
$
|
9,077
|
|
Institutional Products Group
|
254
|
|
|
1,980
|
|
|
7,656
|
|
|||
Europe
|
7,062
|
|
|
7,183
|
|
|
11,111
|
|
|||
Asia/Pacific
|
1,349
|
|
|
1,463
|
|
|
2,406
|
|
|||
All Other (2)
|
38
|
|
|
29
|
|
|
173
|
|
|||
Discontinued Operations
|
—
|
|
|
—
|
|
|
518
|
|
|||
Consolidated (1)
|
$
|
14,635
|
|
|
$
|
18,204
|
|
|
$
|
30,941
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net interest expense (income)
|
|
|
|
|
|
||||||
North America/HME (1)
|
$
|
15,119
|
|
|
$
|
3,305
|
|
|
$
|
2,196
|
|
Institutional Products Group
|
191
|
|
|
1,028
|
|
|
2,244
|
|
|||
Europe
|
197
|
|
|
(444
|
)
|
|
(209
|
)
|
|||
Asia/Pacific
|
103
|
|
|
82
|
|
|
149
|
|
|||
Consolidated (1)
|
$
|
15,610
|
|
|
$
|
3,971
|
|
|
$
|
4,380
|
|
Operating income (loss)
|
|
|
|
|
|
||||||
North America/HME
|
$
|
(37,748
|
)
|
|
$
|
(29,245
|
)
|
|
$
|
(59,124
|
)
|
Institutional Products Group
|
5,693
|
|
|
7,834
|
|
|
6,248
|
|
|||
Europe
|
33,994
|
|
|
39,794
|
|
|
50,169
|
|
|||
Asia/Pacific
|
(1,436
|
)
|
|
(3,493
|
)
|
|
(7,463
|
)
|
|||
All Other (2)
|
(20,657
|
)
|
|
(20,712
|
)
|
|
(24,507
|
)
|
|||
Charge related to restructuring activities
|
(2,447
|
)
|
|
(1,971
|
)
|
|
(11,112
|
)
|
|||
Gains on sales of businesses
|
7,386
|
|
|
24
|
|
|
—
|
|
|||
Asset write-off (3)
|
—
|
|
|
—
|
|
|
(13,041
|
)
|
|||
Consolidated operating loss
|
(15,215
|
)
|
|
(7,769
|
)
|
|
(58,830
|
)
|
|||
Net gain on convertible derivatives
|
1,268
|
|
|
—
|
|
|
—
|
|
|||
Net Interest expense
|
(15,610
|
)
|
|
(3,971
|
)
|
|
(4,380
|
)
|
|||
Loss from continuing operations before income taxes
|
$
|
(29,557
|
)
|
|
$
|
(11,740
|
)
|
|
$
|
(63,210
|
)
|
Assets
|
|
|
|
|
|
||||||
North America/HME (4)
|
$
|
261,538
|
|
|
$
|
203,851
|
|
|
$
|
209,122
|
|
Institutional Products Group (5)
|
38,657
|
|
|
38,730
|
|
|
42,692
|
|
|||
Europe
|
575,981
|
|
|
557,740
|
|
|
638,896
|
|
|||
Asia/Pacific
|
25,703
|
|
|
24,421
|
|
|
30,231
|
|
|||
All Other (2)
|
1,864
|
|
|
1,752
|
|
|
15,647
|
|
|||
Assets Held for Sale (4) (5)
|
—
|
|
|
11,649
|
|
|
27,143
|
|
|||
Consolidated
|
$
|
903,743
|
|
|
$
|
838,143
|
|
|
$
|
963,731
|
|
Long-lived assets
|
|
|
|
|
|
||||||
North America/HME (4)
|
$
|
70,553
|
|
|
$
|
49,141
|
|
|
$
|
44,727
|
|
Institutional Products Group (3)
|
30,603
|
|
|
30,278
|
|
|
33,487
|
|
|||
Europe
|
388,724
|
|
|
391,533
|
|
|
459,957
|
|
|||
Asia/Pacific
|
2,927
|
|
|
3,140
|
|
|
4,046
|
|
|||
All Other (2)
|
1,864
|
|
|
1,752
|
|
|
15,527
|
|
|||
Consolidated
|
$
|
494,671
|
|
|
$
|
475,844
|
|
|
$
|
557,744
|
|
Expenditures for assets
|
|
|
|
|
|
||||||
North America/HME
|
$
|
3,398
|
|
|
$
|
1,232
|
|
|
$
|
2,960
|
|
Institutional Products Group
|
58
|
|
|
212
|
|
|
1,232
|
|
|||
Europe
|
5,580
|
|
|
5,058
|
|
|
6,708
|
|
|||
Asia/Pacific
|
1,115
|
|
|
969
|
|
|
1,417
|
|
|||
All Other (2)
|
—
|
|
|
51
|
|
|
—
|
|
|||
Discontinued Operations
|
—
|
|
|
—
|
|
|
10
|
|
|||
Consolidated
|
$
|
10,151
|
|
|
$
|
7,522
|
|
|
$
|
12,327
|
|
(1)
|
Restated 2015 and 2014 for reclass of debt fees from depreciation and amortization to net interest expense with adoption of ASU 2015-03.
|
(2)
|
Consists of un-allocated corporate SG&A costs and intercompany profits, which do not meet the quantitative criteria for determining reportable segments, and gain or loss on convertible debt derivatives.
|
(3)
|
Intangible asset impairment related to the rentals businesses which were included in the Institutional Products Group segment.
|
(4)
|
Restated 2015 and 2014 for GCM sale on September 30, 2016 and classified as assets held for sale.
|
(5)
|
Restated 2014 for rentals businesses sold in July 2015 and classified as assets held for sale.
|
|
2016
|
|
2015
|
|
2014
|
||||||
North America/HME
|
|
|
|
|
|
||||||
Lifestyle Products
|
$
|
173,301
|
|
|
$
|
222,944
|
|
|
$
|
239,625
|
|
Mobility and Seating
|
116,722
|
|
|
117,232
|
|
|
115,776
|
|
|||
Respiratory Therapy
|
104,631
|
|
|
130,349
|
|
|
149,063
|
|
|||
Other(1)
|
3,048
|
|
|
3,671
|
|
|
3,403
|
|
|||
|
$
|
397,702
|
|
|
$
|
474,196
|
|
|
$
|
507,867
|
|
Institutional Products Group
|
|
|
|
|
|
||||||
Continuing Care
|
$
|
64,413
|
|
|
$
|
87,137
|
|
|
$
|
102,796
|
|
|
|
|
|
|
|
||||||
Europe
|
|
|
|
|
|
||||||
Lifestyle Products
|
$
|
274,684
|
|
|
$
|
275,932
|
|
|
$
|
322,370
|
|
Mobility and Seating
|
214,713
|
|
|
208,730
|
|
|
228,163
|
|
|||
Respiratory Therapy
|
35,030
|
|
|
36,373
|
|
|
40,661
|
|
|||
Other(1)
|
15,586
|
|
|
15,428
|
|
|
19,361
|
|
|||
|
$
|
540,013
|
|
|
$
|
536,463
|
|
|
$
|
610,555
|
|
Asia/Pacific
|
|
|
|
|
|
||||||
Mobility and Seating
|
$
|
25,254
|
|
|
$
|
25,655
|
|
|
$
|
28,174
|
|
Lifestyle Products
|
10,161
|
|
|
10,277
|
|
|
11,772
|
|
|||
Continuing Care
|
3,521
|
|
|
3,115
|
|
|
3,956
|
|
|||
Respiratory Therapy
|
1,244
|
|
|
807
|
|
|
1,286
|
|
|||
Other(1)
|
5,166
|
|
|
4,688
|
|
|
3,757
|
|
|||
|
$
|
45,346
|
|
|
$
|
44,542
|
|
|
$
|
48,945
|
|
|
|
|
|
|
|
||||||
Total Consolidated
|
$
|
1,047,474
|
|
|
$
|
1,142,338
|
|
|
$
|
1,270,163
|
|
(1)
|
Includes various services, including repair services, equipment rentals and external contracting.
|
|
QUARTER ENDED
(In thousands, except per share data)
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
257,552
|
|
|
$
|
275,037
|
|
|
$
|
268,145
|
|
|
$
|
246,740
|
|
Gross profit
|
67,860
|
|
|
73,595
|
|
|
73,442
|
|
|
68,730
|
|
||||
Loss from continuing operations before income taxes
|
(6,791
|
)
|
|
(9,630
|
)
|
|
(595
|
)
|
|
(12,541
|
)
|
||||
Net loss from continuing operations
|
(8,616
|
)
|
|
(11,580
|
)
|
|
(5,020
|
)
|
|
(17,640
|
)
|
||||
Net loss
|
(8,616
|
)
|
|
(11,580
|
)
|
|
(5,020
|
)
|
|
(17,640
|
)
|
||||
Net loss per share from continuing operations—basic
|
(0.27
|
)
|
|
(0.36
|
)
|
|
(0.15
|
)
|
|
(0.54
|
)
|
||||
Net loss per share—basic
|
(0.27
|
)
|
|
(0.36
|
)
|
|
(0.15
|
)
|
|
(0.54
|
)
|
||||
Loss per share from continuing operations—assuming dilution *
|
(0.27
|
)
|
|
(0.36
|
)
|
|
(0.15
|
)
|
|
(0.54
|
)
|
||||
Net loss per share—assuming dilution *
|
(0.27
|
)
|
|
(0.36
|
)
|
|
(0.15
|
)
|
|
(0.54
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
289,024
|
|
|
$
|
286,273
|
|
|
$
|
283,776
|
|
|
$
|
283,265
|
|
Gross profit
|
77,095
|
|
|
77,287
|
|
|
77,639
|
|
|
80,803
|
|
||||
Gain (loss) from continuing operations before income taxes
|
(5,039
|
)
|
|
(6,492
|
)
|
|
(790
|
)
|
|
581
|
|
||||
Net loss from continuing operations
|
(7,514
|
)
|
|
(8,217
|
)
|
|
(7,790
|
)
|
|
(2,929
|
)
|
||||
Net earnings from discontinued operations
|
260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss
|
(7,254
|
)
|
|
(8,217
|
)
|
|
(7,790
|
)
|
|
(2,929
|
)
|
||||
Net loss per share from continuing operations—basic
|
(0.23
|
)
|
|
(0.26
|
)
|
|
(0.24
|
)
|
|
(0.09
|
)
|
||||
Net earnings per share from discontinued operations—basic
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss per share—basic
|
(0.23
|
)
|
|
(0.26
|
)
|
|
(0.24
|
)
|
|
(0.09
|
)
|
||||
Net loss per share from continuing operations—assuming dilution *
|
(0.23
|
)
|
|
(0.26
|
)
|
|
(0.24
|
)
|
|
(0.09
|
)
|
||||
Net earnings per share from discontinued operations—assuming dilution
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss per share—assuming dilution *
|
(0.23
|
)
|
|
(0.26
|
)
|
|
(0.24
|
)
|
|
(0.09
|
)
|
|
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, 2016
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts—
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
12,518
|
|
|
$
|
1,059
|
|
|
$
|
(3,823
|
)
|
(A)
|
$
|
9,754
|
|
Inventory obsolescence reserve
|
16,664
|
|
|
4,631
|
|
|
(3,500
|
)
|
(B)
|
17,795
|
|
||||
Tax valuation allowances
|
151,972
|
|
|
23,478
|
|
|
(1,469
|
)
|
(D)
|
173,981
|
|
||||
Accrued warranty cost
|
22,820
|
|
|
15,943
|
|
|
(15,461
|
)
|
(B)
|
23,302
|
|
||||
Accrued product liability
|
17,709
|
|
|
9,169
|
|
|
(6,267
|
)
|
(C)
|
20,611
|
|
||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts—
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
16,873
|
|
|
$
|
754
|
|
|
$
|
(5,109
|
)
|
(A)
|
$
|
12,518
|
|
Inventory obsolescence reserve
|
17,575
|
|
|
5,054
|
|
|
(5,965
|
)
|
(B)
|
16,664
|
|
||||
Tax valuation allowances
|
133,912
|
|
|
19,717
|
|
|
(1,657
|
)
|
(D)
|
151,972
|
|
||||
Accrued warranty cost
|
30,738
|
|
|
9,899
|
|
|
(17,817
|
)
|
(B)
|
22,820
|
|
||||
Accrued product liability
|
23,194
|
|
|
3,738
|
|
|
(9,223
|
)
|
(C)
|
17,709
|
|
||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Deducted from asset accounts—
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
22,294
|
|
|
$
|
1,775
|
|
|
$
|
(7,196
|
)
|
(A)
|
$
|
16,873
|
|
Inventory obsolescence reserve
|
15,086
|
|
|
5,993
|
|
|
(3,504
|
)
|
(B)
|
17,575
|
|
||||
Tax valuation allowances
|
117,790
|
|
|
33,195
|
|
|
(17,073
|
)
|
(D)
|
133,912
|
|
||||
Accrued warranty cost
|
27,362
|
|
|
26,097
|
|
|
(22,721
|
)
|
(B)
|
30,738
|
|
||||
Accrued product liability
|
20,368
|
|
|
7,999
|
|
|
(5,173
|
)
|
(C)
|
23,194
|
|
1.
|
THE EMPLOYMENT:
|
2.1
|
Position
: The Employee is employed with the Company on the terms provided in this contract as
Senior Vice President &General Manager, EMEA
. The Employee will perform all acts, duties and obligations which are reasonably consistent with his job description and comply with all reasonable instructions given from time to time by the Company. The Company may require the Employee to undertake other duties or special projects from time to time, it being understood that he will not be required to perform duties which are not reasonably within his capabilities.
|
2.2.
|
Commencement:
1
st
November 2016 latest, earlier if possible. For seniority calculation purpose, your entry date in the company is November 1
st
1995.
|
2.3
|
Trial Period:
The parties waive the application of any trial period.
|
2.4
|
Canton of Residence:
Due to the tax concessions of the legal entity Invacare International Sarl, the Employee is required to fiscally reside in the headquarters location. It is expected that the Employee move his fiscal residence within a period of three (3) months after the start of the employment contract and the Employee is expected to have a residence in the headquarters locations during the transition period. Further, the Employee is expected to complete his full relocation by 31
st
December 2017.
|
2.5
|
Working Permit:
The Employee must be in possession of a working permit. If not, the Company will request a working permit from the local authorities and the Employee should provide all of the requested documentation in due time. The Employee should bring a copy of his passport on the first day of employment and the Company will prepare the necessary paperwork for the establishment of his Swiss Social Security number (AVS) and working permit. The Employee will also have to set up a Swiss bank account for salary payments.
|
2.6
|
Working Hours:
The normal weekly working hours are 40, excluding lunch breaks. The Employee shall devote his full working capacity to the Company and may not engage in other paid work without the written consent of the Company. Employees should work during core hours, but flexibility can be agreed with the Manager.
|
2.7
|
Work Environment:
In order that the Company maintain a positive work environment, the Employee must not engage in nor permit any fellow employee(s) to engage in any form of harassment or unlawful discrimination against another person (whether a Company employee or not). This includes harassment
|
2.8
|
Policies and Procedures:
The Employee will adhere to all policies and procedures of the Company, which are currently located in the Company’s Sharepoint portal available to all employees.
|
3.1
|
Base Salary:
The Employee shall be remunerated in line with the Swiss market for similar positions, with a yearly gross salary of SFr 390’000. (three hundred and ninety thousand Swiss Francs per annum) paid in 12 installments per year, i.e. SFr 32’500 per month. The Gross Fixed Annual Salary will be reviewed annually based on performance in the job and next salary review will be Jan 2018. Please note that there is no automatic entitlement to a salary increase in any year. Upon permanent relocation to headquarter location, temporary living allowance will cease and yearly gross salary will be adjusted to SFr 405’000 (four hundred and five thousand Swiss Frans per annum) paid in 12 installments per year.
|
3.2
|
Bonus Plan MBO:
In addition the Employee will be entitled to a bonus target of 50% of Gross Base Annual Salary. This bonus is subject to the Invacare Bonus Scheme and will be dependent upon the achievement of agreed objectives, based on Company and personal objectives, as approved by the Compensation and Management Development Committee of the Board of Directors of Invacare Corporation (the “Compensation Committee”). Should the Employee resign prior to the end of the plan year, i.e. not be on the payroll until the 30
th
of November each year, the Employee is entitled to receive a prorated payment of his bonus (based on months worked in bonus plan year and known achievement levels vs targets). The bonus will be paid within the usual period of payment April the latest) when results are known.
|
3.3
|
Restricted Stock Units:
Upon acceptance of this offer, the Employee will be eligible to receive a restricted stock grant in the amount of 20,000 shares. Restrictions will lapse on one-third of the grant on November 15 of each year over the next three years. Once granted, the Employee will receive additional details about the grant. Subject to review and approval by the Compensation Committee, the Employee will be eligible to receive restricted stock grants on an annual basis.
|
3.4
|
One Time Sign-On Bonus:
The Employee is eligible for a lump sum payment of SFr 10’000 which will be paid together with the first salary payment.
|
3.5
|
Supplementary Hours:
As a SVP and due to this job level, there will be no compensation for overtime either in the form of payment or time off in lieu.
|
3.6
|
Taxation:
In line with the fiscal legislation for the Canton of Vaud (or the headquarter location if different) the Employee’s taxes will be deducted at source each month.
|
3.7
|
Temporary Living Allowance:
The Employee will receive a temporary living allowance of SFr 2’500 per month until such time as the Employee permanently relocates to the headquarters location at a time mutually agreed by the Company and the Employee.
|
3.
|
RELOCATION ASSISTANCE
:
|
3.1
|
Moving Costs:
The Company will cover the costs of the Employee’s move to Switzerland after submission of three (3) estimates for approval. The Company will also provide house hunting assistance.
|
3.2
|
Relocation Allowance:
Once the employee relocates to Switzerland, the Employee will be entitled to one month gross salary relocation allowance.
|
3.3
|
Home Visit Allowance:
The Employee will be entitled to receive 2 home trips to Germany per month for 12 months.
|
3.4
|
Education Allowance for Dependents:
The Company will reimburse for primary or secondary school for the Employee’s eligible dependent children living in Switzerland up to SFr 20,000 per year upon presentation of receipts, in the event a private education is required to meet the needs of the child, as determined by the Employee and approved by the Invacare Chief Executive Officer.
|
4.
|
COMPANY CAR
: The Employee is eligible to receive a company car or car allowance in line with the Company’s Car Policy. An example of such a car is an Audi A6 or BMW 5 series with a maximum lease price of SFr 1’500 per month inclusive of everything, except petrol which will be reimbursed through expense
|
5.
|
INSURANCE
:
The usual Employee’s contribution to Swiss Social Security (AVS/AI/APG), unemployment benefits, loss of wages insurance in case of illness and pension fund shall be deducted from gross base salary.
|
5.1
|
Accident Insurance:
The Company pays the premiums for the accident insurance, whether professional or non-professional (providing the Employee works a minimum of 8 hours per week).
|
5.2
|
Loss in Salary Insurance:
The Company pays the premiums for loss in salary insurance in case of sickness.
|
5.3
|
Pension:
The Employee will be entitled to the Company’s LPP Pension Plans - Basic and Complementary (Plans 1 & 2) according to the rules in place. The remuneration used for benefits is the Employee’s Gross Base Annual Salary pay exclusive of bonuses.
|
5.4
|
Medical:
The Employee will receive a contribution towards medical insurance of SFr400. - per month. It is a legal obligation in Switzerland to take medical insurance coverage, and the Company will help the Employee obtain this.
|
6.
|
TRANSFER OF DATA
:
The Employee gives permission to the Company to transfer personal and confidential data to other Invacare companies either in Europe or outside of Europe that may be required for the normal running of the business or the remuneration conditions of the contract of employment.
|
7.
|
TRAVEL EXPENSES:
The Employee will be paid or reimbursed for any reasonable expenses properly incurred by him while performing his duties on behalf of the Company, subject to the production of receipts in respect of such expenses and subject to compliance with the Company’s rules and policies relating to expenses. The Company will not reimburse expenses related to home trips to Germany and this includes flights, meals, parking, tolls, etc. which are non- work related except as provided for in article 3.3 above. Expense reports should be submitted no later than 30 days after the closing of the previous month.
|
8.
|
SMOKING:
The offices of Invacare International Sarl are designated as a no smoking area. The Employee is permitted to smoke outside the building or on the terrace outside the offices.
|
9.
|
LAPTOP AND MOBILE PHONE:
The Company will provide a Laptop and a mobile phone for business purposes, during the course of the employment for as long as the Employee is physically required to work. The Employee may also use the mobile phone for personal calls, providing such use is reasonable. Hence such a privilege may be withdrawn without redress, should the Company have reasonable cause to believe the facility is being abused.
|
10.
|
HOLIDAYS:
Legal entitlement in Switzerland is 20 days. Invacare employees are entitled to paid holidays of 25 working days per annum. In the case of sick leave or maternity leave, vacation entitlement will be reduced in accordance with Swiss legislation. The Employee will adhere to the Invacare public holiday and Company holiday schedule for security reasons. Upon termination, any vacation taken but not accrued up to the date of the end of the contract will be deducted from the final salary payment. The Employee must obtain the prior written approval from his manager before booking holiday dates, through completion of a vacation entitlement sheet, to be found on the Company’s SharePoint data base.
|
11.
|
TERMINATION
|
11.1
|
Fixed Term and Notice Period:
Both parties conclude this contract for an initial fixed term of 2 years starting from the date of commencement (see article 1.2 above). Both parties can terminate the contract of employment in writing with a notice period of 9 months.
|
11.2
|
At the end of the month in which the Employee reaches the age of 65 the employment will stop. The Company shall be entitled at any time during his employment, or in any event on termination, to deduct
|
11.3
|
The Company reserves the right to terminate the Employee’s contract without any notice or payment in lieu of notice if it has been reasonable grounds to believe that:
|
•
|
The Employee has committed gross misconduct;
|
•
|
The Employee has taken leave without authorization (except in the case of illness or accident);
|
•
|
The Employee is in material breach of one of the terms of this contract;
|
•
|
The Employee is convicted of any criminal offense (other than minor offences under the Road Traffic Acts or the Road Safety Acts for which a fine or non-custodial penalty is imposed) which might reasonably be thought to affect adversely the performance of his duties; and/or
|
•
|
The Employee has committed any fraud, dishonesty, or conduct tending to bring him, the Company or any Associated Company into disrepute.
|
11.4
|
The Company shall retain the right to suspend the Employee on full pay and benefits pending any investigation into potential dishonesty, gross misconduct or other circumstances which (if proved) would entitle the Company to dismiss the Employee summarily).
|
12.
|
SECRECY
:
The Employee shall neither during his employment (except in the proper performance of his duties) nor at any time (without limit) after its termination directly or indirectly:
|
•
|
use for his own purposes or those of any other person, company, business entity or other organization whatsoever disclose to any person, company, business entity or other organization whatsoever; any trade secrets or confidential information relating or belonging to the Company or any of its Associated Companies including but not limited to any such information relating to customers, customer lists or requirements, price lists or pricing structures, marketing and sales information, business plans, strategies or dealings, employees or officers, financial information and plans, designs, formulae, product lines, prototypes, services, research activities, source codes and computer systems, software, any document marked “Confidential” (or with a similar expression), or any information which the Employee has been told is confidential or which the Employee might reasonably expect the Company would regard as confidential, or any information which has been given to the Company or any Associated Company in confidence by customers, suppliers and other persons or any information, or
|
•
|
at any time during the continuance of his employment with the Company make any notes or memoranda relating to any matter within the scope of the Company’s or any Associated Company’s business, dealings or affairs otherwise than for the benefit of the Company or any Associated Company.
|
13.
|
EXCLUSIVITY OF SERVICE:
The Employee is required to devote his full time, attention and abilities to his job duties during working hours, and to act in the best interests of the Company and its Associated Companies
at all times. The Employee must not, without the prior written consent of the Company, in any way directly or indirectly (i) be engaged or employed in, or (ii) concerned with (in any capacity whatsoever) or (iii) provide services to, any other business or organization where this is, or is likely to be, in conflict or competition with the interests of the Company or its Associated Companies or where this may adversely affect the efficient discharge of his duties.
|
14.
|
COPYRIGHT, INVENTIONS AND PATENTS
:
All records, documents, papers (including copies and summaries thereof) and other copyright protected works made or acquired by the Employee in the course of his employment shall, together with all the worldwide copyright and design rights in all such works, be and at all times remain the absolute property of the Company. The cost of applications to secure patents or register designs of inventions will be borne by the Company and the Employee is expected to communicate immediately any invention, improvement, discovery, process or design copyright which he creates or obtain in the course of Employee’s duties, which will become the absolute property of the Company. The Employee and the Company acknowledge the provisions of current legislation related to Patents. If the Employee makes any inventions that do not belong to the Company under the law, (with the exception of any inventions which are not made under or are not related to Employee’s duties of employment under these Terms and Conditions). Employee agrees that he will forthwith license or assign (as determined by the Company) to the Company their rights in relation to such inventions and will deliver to the Company all documents and other materials relating to them.
|
15.
|
NON-COMPETITION CLAUSE
: If the Employee gives notice to resign from the Company, or is dismissed by the Company the Employee is not for a period of 12 months from date of termination of employment (waiting period) entitled directly or indirectly to work for or be attached to, or directly or indirectly be economically interested in any company competitive to the Company or its Associated Companies. Within Europe and through their pay, the Employee has had consideration for this competitive clause. By competitive, it is meant any company or activity which is directly involved in the same business domain as the Company and which is selling its products or services to the same clientele as the Company within the territory of Europe. Any offense against the competition clause can be replied by means of usual remedies, including prohibitory injunction without security and claim for damages. If an offense occurs against the non-competition clause the Employee is obliged to pay a contract penalty of six months of his gross salary. Payment of contract penalty does not relieve the Employee from respecting the non-competitive clause. The contact penalty does not prevent the Company from claiming damages from the Employee.
|
17.
|
POST-EMPLOYMENT NON-RECRUITMENT
: The Employee agrees that the Company has and will invest substantial time and effort in acquiring and maintaining its workforce. Accordingly, the Employee agrees that for a period of one (1) year following the date the Employee ceases to work for Employer, the Employee shall not: (I) hire away, or cause any other person or entity to hire away, any employee of Employer
|
18.
|
MISCELLANEOUS
: Insofar the Employment contract does not derogate from them, the provisions of the following rules and regulations, which form an integral part of this Employment Agreement, shall apply:
|
/s/ Matthew Monaghan
|
/s/ Theo Vassiloudis
|
|
Matthew Monaghan
|
Theo Vassiloudis
|
|
Chairman, President & CEO
|
Vice President, Finance, EMEA
|
|
1.
|
Salary
|
2.
|
Bonus
|
3.
|
Stock Options and Restricted Stock
|
4.
|
Benefits
|
5.
|
Executive Benefits (additional details of each of these plans will be provided
|
6.
|
Severance
|
7.
|
Change of Control
|
/s/ Patricia Sumpp
|
8/25/2009
|
|
Signature
|
Date
|
|
|
Non-Employee Director Compensation
|
|||||
|
March 2017
|
|||||
|
|
|
|
|
||
|
Board Member Fees:
|
|
|
|
||
|
|
|
|
|
||
|
Annual Retainer:
|
|
$
|
60,000
|
|
|
|
Annual Equity Award:
|
|
$
|
105,000
|
|
(1)(2)
|
|
|
|
|
|
||
|
|
|
$
|
165,000
|
|
|
|
|
|
|
|
||
|
|
|
|
|
||
|
Lead Director Fee:
|
|
$
|
20,000
|
|
|
|
|
|
|
|
||
|
Committee Chair Fees:
|
|
|
|
||
|
|
|
|
|
||
|
Audit
|
|
$
|
15,000
|
|
|
|
Compensation
|
|
$
|
15,000
|
|
|
|
Nominating & Governance
|
|
$
|
10,000
|
|
|
|
Regulatory & Compliance
|
|
$
|
15,000
|
|
|
|
|
|
|
|
||
|
Meeting Fees:
|
|
$
|
1,500
|
|
(3)
|
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
(1)
|
Target Value of restricted stock units
|
|
|
|
||
(2)
|
New Directors receive an award of a pro-rated number of shares of the most recent annual grant based on the months remaining until the next annual grant
|
|||||
(3)
|
For meetings attended in excess of 24 in a year
|
|
|
|
||
|
|
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|
7
|
|
|
9
|
|
|
ARTICLE VIII.
AMENDMENT AND TERMINATION
|
10
|
|
10
|
|
1.1.
|
Name of Plan
.
|
1.2.
|
Purposes of Plan
.
|
1.3.
|
Effective Date.
|
2.1
|
Definitions.
|
3.1
|
Eligible Directors.
|
3.2.
|
Participation.
|
4.1.
|
Deferrals by Participant
s.
|
4.2.
|
Election of Deferral Periods.
|
4.3.
|
Modification or Revocation of Election by Participant
.
|
4.4.
|
Suspension of Contributions.
|
4.5.
|
Vesting
.
|
5.1.
|
Establishment of Bookkeeping Accounts.
|
5.2.
|
Subaccounts.
|
5.3.
|
Earnings Elections.
|
(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
|
(ii)
|
A stock unit subaccount (a “
Stock Account
”) 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.
|
5.4.
|
Hypothetical Accounts and Creditor Status of Participants.
|
5.5.
|
Investments.
|
6.1.
|
Timing and Form of Distribution of Accounts.
|
6.2.
|
Valuation Upon a Distribution.
|
6.3.
|
Designation of Beneficiaries.
|
6.4.
|
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.
|
6.5.
|
Withdrawals for Unforeseeable Emergency.
|
6.6.
|
Withholding.
|
7.1.
|
Committee.
|
7.2.
|
Indemnification of Committee.
|
8.1.
|
Power to Amend or Terminate.
|
8.2.
|
Distribution Upon Plan Termination.
|
9.1
|
Non-Assignability of Benefits.
|
9.2
|
Governing Laws.
|
9.3
|
Miscellaneous.
|
9.4
|
Entire Agreement; Severability.
|
9.5
|
No Guaranty of Tax Consequences.
|
|
US BORROWERS:
|
|
Invacare Corporation, an Ohio corporation
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Senior Vice President, Chief Financial Officer and
Treasurer |
|
Freedom Designs, Inc., a California corporation
Alber USA, LLC, an Ohio limited liability company
The Aftermarket Group, Inc., a Delaware corporation
Medbloc, Inc., a Delaware corporation
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Vice President and Treasurer
|
|
Garden City Medical, Inc., a Delaware corporation
By: /s/ Robert K. Gudbranson Name: Robert K. Gudbranson Title: Treasurer |
|
Invacare Continuing Care, Inc., a Missouri corporation
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Vice President
|
|
US GUARANTORS:
|
|
Adaptive Switch Laboratories, Inc., a Texas corporation
The Helixx Group, Inc., an Ohio corporation
Invacare Credit Corporation, an Ohio corporation
Invacare International Corporation, an Ohio corporation
Invacare Holdings, LLC, an Ohio limited liability company
Invacare Florida Holdings, LLC, a Delaware limited liability company
Invacare Florida Corporation, a Delaware corporation
Invamex Holdings LLC, a Delaware limited liability company
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Vice President and Treasurer
|
|
Invacare Canadian Holdings, Inc., a Delaware corporation
Invacare Canadian Holdings, LLC, a Delaware limited liability company
Invacare Canada Finance, LLC, a Delaware limited liability company
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: President
|
|
CANADIAN BORROWERS:
|
|
Invacare Canada L.P., an Ontario limited partnership, by its general partner,
Invacare Canada General Partner Inc.
Carroll Healthcare L.P., an Ontario limited partnership, by its general partner,
Carroll Healthcare General Partner, Inc.
Motion Concepts L.P., an Ontario limited partnership, by its general partner,
Carroll Healthcare Inc.
Perpetual Motion Enterprises Limited, an Ontario corporation
By:
/s/ Robert K. Gudbranson
Name: Robert Gudbranson
Title: Vice President and Treasurer
|
|
|
|
CANADIAN GUARANTORS:
|
|
Carroll Healthcare General Partner, Inc., an Ontario corporation
Carroll Healthcare Inc., an Ontario corporation
Invacare Canada General Partner Inc., a Canada corporation
By:
/s/ Robert K. Gudbranson
Name: Robert Gudbranson
Title: Vice President and Treasurer
|
|
ENGLISH BORROWERS:
|
|
Invacare Limited, a company incorporated in England and Wales with company number 05178693
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: Director
|
|
ENGLISH GUARANTORS:
|
|
Invacare Limited, a company incorporated in England and Wales with company number 05178693
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: Director
|
|
Invacare UK Operations Limited, a company incorporated in England and Wales with company number 03281202
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: Director
|
|
FRENCH BORROWERS:
|
|
Invacare Poirier SAS
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: President Duly Authorised
|
|
FRENCH GUARANTORS:
|
|
Invacare Poirier SAS
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: President Duly Authorised
|
|
Invacare France Operations S.A.S.
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: President Duly Authorised
|
|
US BORROWERS:
|
|
Invacare Corporation, an Ohio corporation
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Senior Vice President, Chief Financial Officer and
Treasurer |
|
Freedom Designs, Inc., a California corporation
Alber USA, LLC, an Ohio limited liability company
The Aftermarket Group, Inc., a Delaware corporation
Medbloc, Inc., a Delaware corporation
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Vice President and Treasurer
|
|
Garden City Medical, Inc., a Delaware corporation
By: /s/ Robert K. Gudbranson Name: Robert K. Gudbranson Title: Treasurer |
|
Invacare Continuing Care, Inc., a Missouri corporation
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Vice President
|
|
US GUARANTORS:
|
|
Adaptive Switch Laboratories, Inc., a Texas corporation
The Helixx Group, Inc., an Ohio corporation
Invacare Credit Corporation, an Ohio corporation
Invacare International Corporation, an Ohio corporation
Invacare Holdings, LLC, an Ohio limited liability company
Invacare Florida Holdings, LLC, a Delaware limited liability company
Invacare Florida Corporation, a Delaware corporation
Invamex Holdings LLC, a Delaware limited liability company
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: Vice President and Treasurer
|
|
Invacare Canadian Holdings, Inc., a Delaware corporation
Invacare Canadian Holdings, LLC, a Delaware limited liability company
Invacare Canada Finance, LLC, a Delaware limited liability company
By:
/s/ Robert K. Gudbranson
Name: Robert K. Gudbranson
Title: President
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|
CANADIAN BORROWERS:
|
|
Invacare Canada L.P., an Ontario limited partnership, by its general partner,
Invacare Canada General Partner Inc.
Carroll Healthcare L.P., an Ontario limited partnership, by its general partner,
Carroll Healthcare General Partner, Inc.
Motion Concepts L.P., an Ontario limited partnership, by its general partner,
Carroll Healthcare Inc.
Perpetual Motion Enterprises Limited, an Ontario corporation
By:
/s/ Robert K. Gudbranson
Name: Robert Gudbranson
Title: Vice President and Treasurer
|
|
|
|
CANADIAN GUARANTORS:
|
|
Carroll Healthcare General Partner, Inc., an Ontario corporation
Carroll Healthcare Inc., an Ontario corporation
Invacare Canada General Partner Inc., a Canada corporation
By:
/s/ Robert K. Gudbranson
Name: Robert Gudbranson
Title: Vice President and Treasurer
|
|
ENGLISH BORROWERS:
|
|
Invacare Limited, a company incorporated in England and Wales with company number 05178693
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: Director
|
|
ENGLISH GUARANTORS:
|
|
Invacare Limited, a company incorporated in England and Wales with company number 05178693
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: Director
|
|
Invacare UK Operations Limited, a company incorporated in England and Wales with company number 03281202
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: Director
|
|
FRENCH BORROWERS:
|
|
Invacare Poirier SAS
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: President Duly Authorised
|
|
FRENCH GUARANTORS:
|
|
Invacare Poirier SAS
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: President Duly Authorised
|
|
Invacare France Operations S.A.S.
By:
/s/ Theodore Vassiloudis
Name: Theodore Vassiloudis
Title: President Duly Authorised
|
1
|
Adaptive Switch Laboratories, Inc., a Texas corporation.
|
2
|
Alber GmbH, a German limited liability company.
|
3
|
Alber GmbH, a Swiss corporation.
|
4
|
Alber USA, LLC, an Ohio limited liability company.
|
5
|
Aquatec Operations GmbH, a German limited liability company.
|
6
|
Carroll Healthcare General Partner Inc., an Ontario corporation.
|
7
|
Carroll Healthcare, Inc., an Ontario corporation.
|
8
|
Carroll Healthcare, LP, an Ontario limited partnership.
|
9
|
Dolomite AB, a Swedish corporation.
|
10
|
Dynamic Connect (Suzhou) Hi-Tech Electronics Co., Ltd., a Chinese company.
|
11
|
Dynamic Controls, a New Zealand corporation.
|
12
|
Dynamic Europe Ltd., a UK corporation.
|
13
|
Dynamic Suzhou Holdings New Zealand, a New Zealand corporation.
|
14
|
Freedom Designs, Inc., a California corporation.
|
15
|
Invacare AB, a Swedish corporation.
|
16
|
Invacare AG, a Swiss corporation.
|
17
|
Invacare A/S, a Danish corporation.
|
18
|
Invacare AS, a Norwegian corporation.
|
19
|
Invacare GmbH, a German corporation.
|
20
|
Invacare Asia Ltd., a Hong Kong company.
|
21
|
Invacare Australia Pty Limited, an Australian corporation.
|
22
|
Invacare Austria GmbH, an Austrian corporation.
|
23
|
Invacare B.V., a Netherlands corporation.
|
24
|
Invacare Canada General Partner Inc., a Canadian corporation.
|
25
|
Invacare Canada LP, an Ontario partnership.
|
26
|
Invacare Canadian Holdings, Inc., a Delaware corporation.
|
27
|
Invacare Canadian Holdings, LLC, a Delaware limited liability company.
|
28
|
Invacare Continuing Care, Inc., a Missouri corporation.
|
29
|
Invacare Credit Corporation, an Ohio corporation.
|
30
|
Invacare Dolomite AB, a Swedish corporation.
|
31
|
Invacare (Deutschland) GmbH, a German corporation.
|
32
|
Invacare Florida Corporation, a Delaware corporation.
|
33
|
Invacare Florida Holdings, LLC, a Delaware limited liability company.
|
34
|
Invacare France Operations SAS, a French corporation.
|
35
|
Invacare Germany Holding GmbH, a German corporation.
|
36
|
Invacare Holdings AS, a Norwegian corporation.
|
37
|
Invacare Holdings C.V., a Netherlands partnership.
|
38
|
Invacare Holdings LLC, an Ohio limited liability corporation.
|
39
|
Invacare Holdings New Zealand, a New Zealand corporation.
|
40
|
Invacare Holdings SARL, a Luxembourg corporation.
|
41
|
Invacare Holdings Two AB, a Swedish corporation.
|
42
|
Invacare Holdings Two B.V., a Netherlands corporation.
|
43
|
Invacare Holdings Two SARL, a Luxembourg corporation.
|
44
|
Invacare Ireland Ltd., an Ireland corporation.
|
45
|
Invacare International Corporation, an Ohio corporation.
|
46
|
Invacare International SARL, a Swiss corporation.
|
47
|
Invacare Limited, a UK corporation.
|
48
|
Invacare Mauritius Holdings, a Republic of Mauritius company.
|
49
|
Invacare MeccSan Srl, an Italian corporation.
|
50
|
Invacare New Zealand, a New Zealand corporation.
|
51
|
Invacare NV, a Belgium corporation.
|
52
|
Invacare Rehabilitation Equipment (Suzhou) Company, Ltd., a Chinese company.
|
53
|
Invacare Poirier SAS, a French corporation.
|
54
|
Invacare (Portugal)—Sociedade Industrial e Comercial de Ortopedia, Lda., a Portuguese company.
|
55
|
Invacare (Portugal) II—Material Ortopedico, Lda., a Portuguese company.
|
56
|
Invacare Rea AB, a Swedish corporation.
|
57
|
Invacare S.A., a Spanish corporation.
|
58
|
Invacare UK Operations Ltd., a UK corporation.
|
59
|
Invacare Verwaltungs GmbH, A German limited liability company.
|
60
|
Invamex Holdings LLC, a Delaware limited liability company.
|
61
|
Invamex S.A. de R.L. de C.V., a Mexican corporation.
|
62
|
Invatection Insurance Company, a Vermont corporation.
|
63
|
Kuschall AG, a Swiss corporation.
|
64
|
Medbloc, Inc., a Delaware corporation.
|
65
|
Motion Concepts, L.P., an Ontario limited partnership.
|
66
|
Perpetual Motion Enterprises Limited, an Ontario corporation.
|
67
|
Scandinavian Mobility International ApS, a Danish corporation.
|
68
|
The Aftermarket Group, Inc., a Delaware corporation.
|
69
|
The Helixx Group, Inc., an Ohio corporation.
|
(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-8, No. 333-161109) dated August 6, 2009 pertaining to the Invacare Corporation stock option plans;
|
(6)
|
Registration Statement (Form S-8, No. 333-188803) dated May 23, 2013 pertaining to the Invacare Corporation equity compensation plan; and
|
(7)
|
Registration Statement (Form S-8, No. 333-215206) dated December 21, 2016 pertaining to the Invacare Corporation equity compensation plan
|
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/ MATTHEW E. MONAGHAN
|
Date:
|
March 10, 2017
|
Matthew E. Monaghan
Chief Executive Officer
(Principal Executive Officer)
|
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
|
Date:
|
March 10, 2017
|
Chief Financial Officer
(Principal Financial Officer)
|
(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/ MATTHEW E. MONAGHAN
|
Date:
|
March 10, 2017
|
Matthew E. Monaghan
Chief Executive Officer
(Principal Executive Officer)
|
(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
|
Date:
|
March 10, 2017
|
Chief Financial Officer
|
a.
|
Reviewing at least annually reports from the RAC Committee assessing the effectiveness of Invacare’s Medical Device Regulatory Compliance standards, policies, practices and procedures;
|
b.
|
Providing input on work of Invacare’s RAC Committee with respect to Medical Device Regulatory Compliance, by way of receipt and discussion of annual reports from the RAC Committee regarding these matters.
|
a.
|
any material incidents or issues that arise relating to Medical Device Regulatory Compliance, as well as management’s plans to remediate any such incidents or issues that arise and to prevent their recurrence;
|
b.
|
any implementation, monitoring, adjustment and/or modification of any significant existing compliance programs;
|
c.
|
any material modification of the Company’s policies, practices and processes for receiving and investigating complaints, incident reports or adverse event reports related to Medical Device Regulatory Compliance-related issues; and
|
d.
|
the progress and status of the Consent Decree.
|
i.
|
the allocation of Company resources (both capital and personnel) to Medical Device Regulatory Compliance-related efforts and initiatives; and
|
ii.
|
a strategic review of significant developments, emerging trends and regulatory changes affecting the Company’s Medical Device Regulatory Compliance and, as appropriate, plans of action to anticipate and respond to such trends, developments and changes.
|