|
|
|
|
|
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Ohio
|
95-2680965
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer Identification No.)
|
|
|
One Invacare Way, Elyria, Ohio
|
44035
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
|
|
|
|
Item
|
Page
|
PART I: FINANCIAL INFORMATION
|
||
2
|
||
1
|
|
|
|
||
|
||
|
||
|
||
3
|
||
4
|
||
|
|
|
PART II: OTHER INFORMATION
|
||
1
|
||
1A
|
||
2
|
||
6
|
||
|
MD&A
|
Overview
|
|
|
|
|
•
|
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.
|
MD&A
|
Overview
|
|
|
|
|
MD&A
|
Results of Operations
|
|
|
|
|
MD&A
|
Net Sales
|
|
|
|
|
($ in thousands USD)
|
Q1 17
|
Q1 16
|
Reported % Change
|
Foreign Exchange % Impact
|
Constant Currency % Change
|
|||||
Europe
|
119,508
|
|
122,031
|
|
(2.1
|
)
|
(5.3
|
)
|
3.2
|
|
NA/HME
|
84,262
|
|
107,672
|
|
(21.7
|
)
|
0.3
|
|
(22.0
|
)
|
IPG
|
16,373
|
|
18,244
|
|
(10.3
|
)
|
—
|
|
(10.3
|
)
|
Asia/Pacific
|
11,580
|
|
9,605
|
|
20.6
|
|
4.7
|
|
15.9
|
|
Consolidated
|
231,723
|
|
257,552
|
|
(10.0
|
)
|
(2.2
|
)
|
(7.8
|
)
|
|
|
|
|
|
|
|||||
NA/HME less divested GCM
|
84,262
|
|
98,513
|
|
(14.5
|
)
|
0.2
|
|
(14.7
|
)
|
Consolidated less divested GCM
|
231,723
|
|
248,393
|
|
(6.7
|
)
|
(2.3
|
)
|
(4.4
|
)
|
MD&A
|
Net Sales
|
|
|
|
|
MD&A
|
SG&A
|
|
|
|
|
($ in thousands USD)
|
Q1 17
|
Q1 16
|
Reported Change
|
Foreign Exchange Impact
|
Constant Currency Change
|
|||||
SG&A Expenses - $
|
72,513
|
|
72,834
|
|
(321
|
)
|
(974
|
)
|
653
|
|
SG&A Expenses - % change
|
|
|
(0.4
|
)
|
(1.3
|
)
|
0.9
|
|
||
% to net sales
|
31.3
|
|
28.3
|
|
|
|
|
|||
Consolidated less divested GCM - $
|
72,513
|
|
71,567
|
|
946
|
|
(974
|
)
|
1,920
|
|
Consolidated less divested GCM - % change
|
|
|
1.3
|
|
(1.4
|
)
|
2.7
|
|
||
% to net sales
|
31.3
|
|
28.8
|
|
|
|
|
MD&A
|
Operating Income (Loss)
|
|
|
|
|
($ in thousands USD)
|
Q1 17
|
Q1 16
|
$ Change
|
% Change
|
||||
Europe
|
5,100
|
|
5,963
|
|
(863
|
)
|
(14.5
|
)
|
NA/HME
|
(9,426
|
)
|
(6,409
|
)
|
(3,017
|
)
|
47.1
|
|
IPG
|
1,898
|
|
1,424
|
|
474
|
|
33.3
|
|
Asia/Pacific
|
(430
|
)
|
(703
|
)
|
273
|
|
(38.8
|
)
|
All Other
|
(4,510
|
)
|
(5,249
|
)
|
739
|
|
(14.1
|
)
|
Charges related to restructuring activities
|
(3,283
|
)
|
(102
|
)
|
(3,181
|
)
|
3,118.6
|
|
Consolidated Operating Loss
|
(10,651
|
)
|
(5,076
|
)
|
(5,575
|
)
|
109.8
|
|
|
|
|
|
|
MD&A
|
Other Items
|
|
|
|
|
($ in thousands USD)
|
March 31, 2017
|
December 31, 2016
|
Change in Fair Value - Gain (Loss)
|
|||
|
|
|
|
|||
Three Months Ended March 31, 2017
|
|
|
|
|||
Convertible Note Hedge Asset
|
19,641
|
|
25,471
|
|
(5,830
|
)
|
Convertible Debt Conversion Liability
|
(23,977
|
)
|
(30,708
|
)
|
6,731
|
|
Net gain on convertible debt derivatives
|
|
901
|
|
|||
|
|
|
|
|||
|
March 31, 2016
|
Debt Issuance Date
|
Change in Fair Value - Gain (Loss)
|
|||
Three Months Ended March 31, 2016
|
|
|
|
|||
Convertible Note Hedge Asset
|
29,297
|
|
27,975
|
|
1,322
|
|
Convertible Debt Conversion Liability
|
(35,198
|
)
|
(34,480
|
)
|
(718
|
)
|
Net gain on convertible debt derivatives
|
|
604
|
|
|||
|
|
|
|
($ in thousands USD)
|
Q1 17
|
Q1 16
|
$ Change
|
% Change
|
|||
Interest Expense
|
4,518
|
|
2,373
|
|
2,145
|
|
90.4
|
Interest Income
|
(88
|
)
|
(54
|
)
|
(34
|
)
|
63.0
|
MD&A
|
Liquidity and Capital Resources
|
|
|
|
|
($ in thousands USD)
|
March 31, 2017
|
December 31, 2016
|
$ Change
|
% Change
|
||||
Cash and cash equivalents
|
76,836
|
|
124,234
|
|
(47,398
|
)
|
(38.2
|
)
|
Working capital
(1)
|
171,211
|
|
188,211
|
|
(17,000
|
)
|
(9.0
|
)
|
Total debt
(2)
|
182,590
|
|
196,501
|
|
(13,911
|
)
|
(7.1
|
)
|
Long-term debt
(2)
|
180,392
|
|
181,240
|
|
(848
|
)
|
(0.5
|
)
|
Total shareholders' equity
|
407,160
|
|
422,387
|
|
(15,227
|
)
|
(3.6
|
)
|
Credit agreement borrowing availability
(3)
|
41,990
|
|
44,260
|
|
(2,270
|
)
|
(5.1
|
)
|
(1)
|
Current assets less current liabilities.
|
(2)
|
Long-term debt and Total debt exclude debt issuance costs recognized as a deduction from the carrying amount of that debt liability and debt discounts classified as equity.
|
(3)
|
The change in borrowing capacity is due to changes in the calculated borrowing base and is not the result of borrowings.
|
MD&A
|
Liquidity and Capital Resources
|
|
|
|
|
MD&A
|
Cash Flows
|
|
|
|
|
($ in thousands USD)
|
Three Months Ended
|
||||
|
2017
|
|
2016
|
||
Net cash used by operating activities
|
(30,330
|
)
|
|
(38,705
|
)
|
Plus: Sales or property and equipment
|
10
|
|
|
4
|
|
Less: Purchases of property and equipment
|
(3,034
|
)
|
|
(1,464
|
)
|
Free Cash Flow
|
(33,354
|
)
|
|
(40,165
|
)
|
|
|
|
|
MD&A
|
Cash Flows
|
|
|
|
|
MD&A
|
Accounting Estimates and Pronouncements
|
|
|
|
|
MD&A
|
Forward-Looking Statements
|
|
|
|
|
Financial Statements
|
|
|
|
|
|
(In thousands, except per share data)
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net sales
|
$
|
231,723
|
|
|
$
|
257,552
|
|
Cost of products sold
|
166,578
|
|
|
189,692
|
|
||
Gross Profit
|
65,145
|
|
|
67,860
|
|
||
Selling, general and administrative expenses
|
72,513
|
|
|
72,834
|
|
||
Charges related to restructuring activities
|
3,283
|
|
|
102
|
|
||
Operating Loss
|
(10,651
|
)
|
|
(5,076
|
)
|
||
Net gain on convertible debt derivatives
|
(901
|
)
|
|
(604
|
)
|
||
Interest expense
|
4,518
|
|
|
2,373
|
|
||
Interest income
|
(88
|
)
|
|
(54
|
)
|
||
Loss Before Income Taxes
|
(14,180
|
)
|
|
(6,791
|
)
|
||
Income tax provision
|
2,600
|
|
|
1,825
|
|
||
Net Loss
|
$
|
(16,780
|
)
|
|
$
|
(8,616
|
)
|
|
|
|
|
||||
Dividends Declared per Common Share
|
$
|
0.0125
|
|
|
$
|
0.0125
|
|
|
|
|
|
||||
Net Loss per Share—Basic
|
$
|
(0.52
|
)
|
|
$
|
(0.27
|
)
|
Weighted Average Shares Outstanding—Basic
|
32,475
|
|
|
32,371
|
|
||
Net Loss per Share—Assuming Dilution
|
$
|
(0.52
|
)
|
|
$
|
(0.27
|
)
|
Weighted Average Shares Outstanding—Assuming Dilution
|
32,704
|
|
|
32,600
|
|
||
|
|
|
|
||||
Net Loss
|
$
|
(16,780
|
)
|
|
$
|
(8,616
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustments
|
949
|
|
|
10,769
|
|
||
Defined Benefit Plans:
|
|
|
|
||||
Amortization of prior service costs and unrecognized gains
|
(295
|
)
|
|
(190
|
)
|
||
Deferred tax adjustment resulting from defined benefit plan activity
|
(3
|
)
|
|
(16
|
)
|
||
Valuation reserve associated with defined benefit plan activity
|
3
|
|
|
16
|
|
||
Current period unrealized gain on cash flow hedges
|
631
|
|
|
1,165
|
|
||
Deferred tax loss related to unrealized gain on cash flow hedges
|
(166
|
)
|
|
(203
|
)
|
||
Other Comprehensive Income
|
1,119
|
|
|
11,541
|
|
||
Comprehensive Income (Loss)
|
$
|
(15,661
|
)
|
|
$
|
2,925
|
|
Financial Statements
|
|
|
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
76,836
|
|
|
$
|
124,234
|
|
Trade receivables, net
|
122,604
|
|
|
116,307
|
|
||
Installment receivables, net
|
1,655
|
|
|
1,368
|
|
||
Inventories, net
|
144,758
|
|
|
135,644
|
|
||
Other current assets
|
34,835
|
|
|
31,519
|
|
||
Total Current Assets
|
380,688
|
|
|
409,072
|
|
||
Other Assets
|
23,380
|
|
|
29,687
|
|
||
Intangibles
|
28,636
|
|
|
29,023
|
|
||
Property and Equipment, net
|
75,450
|
|
|
75,359
|
|
||
Goodwill
|
360,596
|
|
|
360,602
|
|
||
Total Assets
|
$
|
868,750
|
|
|
$
|
903,743
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
92,483
|
|
|
$
|
88,236
|
|
Accrued expenses
|
107,215
|
|
|
110,095
|
|
||
Current taxes payable
|
7,581
|
|
|
7,269
|
|
||
Short-term debt and current maturities of long-term obligations
|
2,198
|
|
|
15,261
|
|
||
Total Current Liabilities
|
209,477
|
|
|
220,861
|
|
||
Long-Term Debt
|
147,288
|
|
|
146,088
|
|
||
Other Long-Term Obligations
|
104,825
|
|
|
114,407
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred Shares (Authorized 300 shares; none outstanding)
|
—
|
|
|
—
|
|
||
Common Shares (Authorized 100,000 shares; 35,652 and 35,318 issued and outstanding in 2017 and 2016, respectively)—no par
|
9,064
|
|
|
8,974
|
|
||
Class B Common Shares (Authorized 12,000 shares; 729 issued and outstanding in 2017 and 2016, respectively)—no par
|
183
|
|
|
183
|
|
||
Additional paid-in-capital
|
266,892
|
|
|
266,151
|
|
||
Retained earnings
|
248,967
|
|
|
266,144
|
|
||
Accumulated other comprehensive income
|
(18,216
|
)
|
|
(19,335
|
)
|
||
Treasury shares (3,616 shares in 2017 and 2016, respectively)
|
(99,730
|
)
|
|
(99,730
|
)
|
||
Total Shareholders’ Equity
|
407,160
|
|
|
422,387
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
868,750
|
|
|
$
|
903,743
|
|
Financial Statements
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
(In thousands)
|
||||||
Net loss
|
$
|
(16,780
|
)
|
|
$
|
(8,616
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,593
|
|
|
3,653
|
|
||
Provision for losses on trade and installment receivables
|
176
|
|
|
47
|
|
||
Benefit for deferred income taxes
|
(728
|
)
|
|
(29
|
)
|
||
Provision for other deferred liabilities
|
283
|
|
|
79
|
|
||
Provision for stock-based compensation
|
838
|
|
|
2,089
|
|
||
Loss on disposals of property and equipment
|
9
|
|
|
19
|
|
||
Amortization of convertible debt discount
|
1,749
|
|
|
664
|
|
||
Amortization of debt fees
|
521
|
|
|
379
|
|
||
Gain on convertible debt derivatives
|
(901
|
)
|
|
(604
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables
|
(6,386
|
)
|
|
(6,938
|
)
|
||
Installment sales contracts, net
|
(161
|
)
|
|
(674
|
)
|
||
Inventories
|
(8,603
|
)
|
|
(9,480
|
)
|
||
Other current assets
|
(1,714
|
)
|
|
(2,495
|
)
|
||
Accounts payable
|
4,028
|
|
|
(2,529
|
)
|
||
Accrued expenses
|
(4,322
|
)
|
|
(12,108
|
)
|
||
Other long-term liabilities
|
(1,932
|
)
|
|
(2,162
|
)
|
||
Net Cash Used by Operating Activities
|
(30,330
|
)
|
|
(38,705
|
)
|
||
Investing Activities
|
|
|
|
||||
Purchases of property and equipment
|
(3,034
|
)
|
|
(1,464
|
)
|
||
Proceeds from sale of property and equipment
|
10
|
|
|
4
|
|
||
Change in other long-term assets
|
19
|
|
|
(103
|
)
|
||
Other
|
(3
|
)
|
|
42
|
|
||
Net Cash Used by Investing Activities
|
(3,008
|
)
|
|
(1,521
|
)
|
||
Financing Activities
|
|
|
|
||||
Proceeds from revolving lines of credit and long-term borrowings
|
—
|
|
|
122,025
|
|
||
Payments on revolving lines of credit and long-term borrowings
|
(14,027
|
)
|
|
(546
|
)
|
||
Proceeds from exercise of stock options
|
—
|
|
|
17
|
|
||
Payment of financing costs
|
—
|
|
|
(4,562
|
)
|
||
Payment of dividends
|
(397
|
)
|
|
(400
|
)
|
||
Issuance of warrants
|
—
|
|
|
12,376
|
|
||
Purchase of treasury stock
|
—
|
|
|
(5,000
|
)
|
||
Net Cash Provided (Used) by Financing Activities
|
(14,424
|
)
|
|
123,910
|
|
||
Effect of exchange rate changes on cash
|
364
|
|
|
965
|
|
||
Increase (Decrease) in cash and cash equivalents
|
(47,398
|
)
|
|
84,649
|
|
||
Cash and cash equivalents at beginning of year
|
124,234
|
|
|
60,055
|
|
||
Cash and cash equivalents at end of period
|
$
|
76,836
|
|
|
$
|
144,704
|
|
Notes to Financial Statements
|
Accounting Policies
|
|
|
|
|
Notes to Financial Statements
|
Accounting Policies
|
|
|
|
|
Notes to Financial Statements
|
Divested Businesses
|
|
|
|
|
|
|
Notes to Financial Statements
|
Current Assets
|
|
|
|
|
Notes to Financial Statements
|
Current Assets
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Current
|
|
Long-
Term
|
|
Total
|
|
Current
|
|
Long-
Term
|
|
Total
|
||||||||||||
Installment receivables
|
$
|
2,285
|
|
|
$
|
2,601
|
|
|
$
|
4,886
|
|
|
$
|
2,027
|
|
|
$
|
2,685
|
|
|
$
|
4,712
|
|
Less: Unearned interest
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||||
|
2,243
|
|
|
2,601
|
|
|
4,844
|
|
|
1,987
|
|
|
2,685
|
|
|
4,672
|
|
||||||
Allowance for doubtful accounts
|
(588
|
)
|
|
(2,073
|
)
|
|
(2,661
|
)
|
|
(619
|
)
|
|
(2,219
|
)
|
|
(2,838
|
)
|
||||||
Installment receivables, net
|
$
|
1,655
|
|
|
$
|
528
|
|
|
$
|
2,183
|
|
|
$
|
1,368
|
|
|
$
|
466
|
|
|
$
|
1,834
|
|
|
Three Months Ended March 31, 2017
|
|
Year Ended December 31, 2016
|
||||
Balance as of beginning of period
|
$
|
2,838
|
|
|
$
|
2,792
|
|
Current period provision (benefit)
|
(177
|
)
|
|
1,220
|
|
||
Direct write-offs charged against the allowance
|
—
|
|
|
(1,174
|
)
|
||
Balance as of end of period
|
$
|
2,661
|
|
|
$
|
2,838
|
|
|
Total
Installment
Receivables
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance for
Doubtful
Accounts
|
|
Interest
Income
Recognized
|
||||||||
U.S.
|
|
|
|
|
|
|
|
||||||||
Impaired installment receivables with a related allowance recorded
|
$
|
3,947
|
|
|
$
|
3,947
|
|
|
$
|
2,529
|
|
|
$
|
—
|
|
Canada
|
|
|
|
|
|
|
|
||||||||
Non-Impaired installment receivables with no related allowance recorded
|
807
|
|
|
765
|
|
|
—
|
|
|
23
|
|
||||
Impaired installment receivables with a related allowance recorded
|
132
|
|
|
132
|
|
|
132
|
|
|
—
|
|
||||
Total Canadian installment receivables
|
939
|
|
|
897
|
|
|
132
|
|
|
23
|
|
||||
Total
|
|
|
|
|
|
|
|
||||||||
Non-Impaired installment receivables with no related allowance recorded
|
807
|
|
|
765
|
|
|
—
|
|
|
23
|
|
||||
Impaired installment receivables with a related allowance recorded
|
4,079
|
|
|
4,079
|
|
|
2,661
|
|
|
—
|
|
||||
Total installment receivables
|
$
|
4,886
|
|
|
$
|
4,844
|
|
|
$
|
2,661
|
|
|
$
|
23
|
|
Notes to Financial Statements
|
Current Assets
|
|
|
|
|
|
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
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Total
|
|
U.S.
|
|
Canada
|
|
Total
|
|
U.S.
|
|
Canada
|
||||||||||||
Current
|
$
|
813
|
|
|
$
|
—
|
|
|
$
|
813
|
|
|
$
|
832
|
|
|
$
|
—
|
|
|
$
|
832
|
|
0-30 Days Past Due
|
11
|
|
|
—
|
|
|
11
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
31-60 Days Past Due
|
7
|
|
|
—
|
|
|
7
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
61-90 Days Past Due
|
7
|
|
|
—
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
90+ Days Past Due
|
4,048
|
|
|
3,947
|
|
|
101
|
|
|
3,848
|
|
|
3,762
|
|
|
86
|
|
||||||
|
$
|
4,886
|
|
|
$
|
3,947
|
|
|
$
|
939
|
|
|
$
|
4,712
|
|
|
$
|
3,762
|
|
|
$
|
950
|
|
Notes to Financial Statements
|
Current Assets
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Finished goods
|
$
|
72,642
|
|
|
$
|
68,701
|
|
Raw materials
|
61,570
|
|
|
56,270
|
|
||
Work in process
|
10,546
|
|
|
10,673
|
|
||
Inventories, net
|
$
|
144,758
|
|
|
$
|
135,644
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Value added tax receivables
|
$
|
16,995
|
|
|
$
|
14,336
|
|
Service contracts
|
2,809
|
|
|
2,902
|
|
||
Derivatives (foreign currency forward contracts)
|
2,497
|
|
|
2,754
|
|
||
Prepaid insurance
|
2,290
|
|
|
2,761
|
|
||
Prepaid inventory
|
462
|
|
|
790
|
|
||
Recoverable income taxes
|
422
|
|
|
503
|
|
||
Prepaid debt fees
|
294
|
|
|
489
|
|
||
Prepaid and other current assets
|
9,066
|
|
|
6,984
|
|
||
Other Current Assets
|
$
|
34,835
|
|
|
$
|
31,519
|
|
Notes to Financial Statements
|
Long-Term Assets
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Convertible note hedge asset
|
$
|
19,641
|
|
|
$
|
25,471
|
|
Cash surrender value of life insurance policies
|
1,847
|
|
|
1,824
|
|
||
Deferred financing fees
|
820
|
|
|
793
|
|
||
Installment receivables
|
528
|
|
|
466
|
|
||
Deferred taxes
|
334
|
|
|
837
|
|
||
Investments
|
104
|
|
|
108
|
|
||
Other
|
106
|
|
|
188
|
|
||
Other Long-Term Assets
|
$
|
23,380
|
|
|
$
|
29,687
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Machinery and equipment
|
$
|
289,940
|
|
|
$
|
301,367
|
|
Land, buildings and improvements
|
74,056
|
|
|
73,709
|
|
||
Leasehold improvements
|
12,040
|
|
|
12,054
|
|
||
Furniture and fixtures
|
9,705
|
|
|
10,100
|
|
||
Property and Equipment, gross
|
385,741
|
|
|
397,230
|
|
||
Less allowance for depreciation
|
(310,291
|
)
|
|
(321,871
|
)
|
||
Property and Equipment, net
|
$
|
75,450
|
|
|
$
|
75,359
|
|
Notes to Financial Statements
|
Long-Term Assets
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
||||||||
Customer lists
|
$
|
49,351
|
|
|
$
|
46,110
|
|
|
$
|
49,362
|
|
|
$
|
45,797
|
|
Trademarks
|
24,088
|
|
|
—
|
|
|
24,091
|
|
|
—
|
|
||||
Developed technology
|
7,283
|
|
|
6,009
|
|
|
7,287
|
|
|
5,969
|
|
||||
Patents
|
5,532
|
|
|
5,521
|
|
|
5,512
|
|
|
5,487
|
|
||||
License agreements
|
1,137
|
|
|
1,137
|
|
|
1,126
|
|
|
1,126
|
|
||||
Other
|
1,162
|
|
|
1,140
|
|
|
1,162
|
|
|
1,138
|
|
||||
Intangibles
|
$
|
88,553
|
|
|
$
|
59,917
|
|
|
$
|
88,540
|
|
|
$
|
59,517
|
|
Notes to Financial Statements
|
Current Liabilities
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Salaries and wages
|
$
|
31,297
|
|
|
$
|
32,959
|
|
Warranty cost
|
23,226
|
|
|
23,302
|
|
||
Taxes other than income taxes, primarily value added taxes
|
17,304
|
|
|
19,194
|
|
||
Freight
|
5,226
|
|
|
5,211
|
|
||
Professional
|
4,599
|
|
|
4,728
|
|
||
Product liability, current portion
|
3,286
|
|
|
3,996
|
|
||
Severance
|
3,030
|
|
|
2,049
|
|
||
Deferred revenue
|
2,808
|
|
|
1,446
|
|
||
Interest
|
1,604
|
|
|
3,747
|
|
||
Rent
|
1,204
|
|
|
672
|
|
||
Derivative liabilities
|
1,025
|
|
|
1,783
|
|
||
Insurance
|
956
|
|
|
742
|
|
||
Rebates
|
609
|
|
|
356
|
|
||
Supplemental Executive Retirement Program liability
|
391
|
|
|
391
|
|
||
Other items, principally trade accruals
|
10,650
|
|
|
9,519
|
|
||
Accrued Expenses
|
$
|
107,215
|
|
|
$
|
110,095
|
|
Balance as of January 1, 2017
|
$
|
23,302
|
|
Warranties provided during the period
|
2,893
|
|
|
Settlements made during the period
|
(3,177
|
)
|
|
Changes in liability for pre-existing warranties during the period, including expirations
|
208
|
|
|
Balance as of March 31, 2017
|
$
|
23,226
|
|
Notes to Financial Statements
|
Long-Term Liabilities
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Convertible senior notes at 5.00%, due in February 2021
|
$
|
116,896
|
|
|
$
|
115,159
|
|
Convertible senior subordinated debentures at 4.125%, due in February 2027
|
—
|
|
|
13,039
|
|
||
Other notes and lease obligations
|
32,590
|
|
|
33,151
|
|
||
|
149,486
|
|
|
161,349
|
|
||
Less current maturities of long-term debt
|
(2,198
|
)
|
|
(15,261
|
)
|
||
Long-Term Debt
|
$
|
147,288
|
|
|
$
|
146,088
|
|
Notes to Financial Statements
|
Long-Term Liabilities
|
|
|
|
|
Notes to Financial Statements
|
Long-Term Liabilities
|
|
|
|
|
|
December 31, 2016
|
||
Principal amount of liability component
|
$
|
13,350
|
|
Unamortized discount
|
(311
|
)
|
|
Net carrying amount of liability component
|
$
|
13,039
|
|
Notes to Financial Statements
|
Long-Term Liabilities
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Principal amount of liability component
|
$
|
150,000
|
|
|
$150,000
|
||
Unamortized discount
|
(28,481
|
)
|
|
(29,919
|
)
|
||
Debt fees
|
(4,623
|
)
|
|
(4,922
|
)
|
||
Net carrying amount of liability component
|
$
|
116,896
|
|
|
$
|
115,159
|
|
Notes to Financial Statements
|
Long-Term Liabilities
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Deferred income taxes
|
$
|
30,355
|
|
|
$
|
31,079
|
|
Convertible debt conversion liability
|
23,977
|
|
|
30,708
|
|
||
Product liability
|
14,407
|
|
|
16,615
|
|
||
Pension
|
13,429
|
|
|
13,258
|
|
||
Deferred gain on sale leaseback
|
6,633
|
|
|
6,703
|
|
||
Supplemental Executive Retirement Plan liability
|
5,576
|
|
|
5,612
|
|
||
Deferred compensation
|
3,719
|
|
|
3,593
|
|
||
Uncertain tax obligation including interest
|
2,897
|
|
|
3,150
|
|
||
Other
|
3,832
|
|
|
3,689
|
|
||
Other Long-Term Obligations
|
$
|
104,825
|
|
|
$
|
114,407
|
|
Notes to Financial Statements
|
Equity Compensation
|
|
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Restricted stock / units
|
$
|
442
|
|
|
$
|
1,641
|
|
Performance shares / units
|
214
|
|
|
113
|
|
||
Non-Qualified and performance stock options
|
182
|
|
|
335
|
|
||
Total stock-based compensation expense
|
$
|
838
|
|
|
$
|
2,089
|
|
|
March 31, 2017
|
||
Restricted stock and restricted stock units
|
$
|
13,549
|
|
Performance shares and performance share units
|
8,990
|
|
|
Non-Qualified and performance stock options
|
4,022
|
|
|
Total unrecognized stock-based compensation expense
|
$
|
26,561
|
|
Notes to Financial Statements
|
Equity Compensation
|
|
|
|
|
|
March 31, 2017
|
|
Weighted Average
Exercise Price
|
||||
Options outstanding at January 1, 2017
|
2,542,732
|
|
|
$
|
21.19
|
|
|
Granted
|
756,420
|
|
|
12.15
|
|
||
Exercised
|
—
|
|
|
—
|
|
||
Canceled
|
(30,725
|
)
|
|
20.46
|
|
||
Options outstanding at March 31, 2017
|
3,268,427
|
|
|
$
|
19.12
|
|
|
Options exercise price range at March 31, 2017
|
$
|
12.15
|
|
to
|
$
|
33.36
|
|
Options exercisable at March 31, 2017
|
2,546,100
|
|
|
|
|||
Shares available for grant at March 31, 2017*
|
1,235,259
|
|
|
|
*
|
Shares available for grant as of
March 31, 2017
reduced by net restricted stock and restricted stock unit award and performance share and performance share unit award activity of
2,657,112
shares and
2,127,934
shares, respectively.
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Prices
|
Number
Outstanding
At 3/31/17
|
|
Weighted Average
Remaining
Contractual Life (Years)
|
|
Weighted Average
Exercise Price
|
|
Number
Exercisable
At 3/31/17
|
|
Weighted Average
Exercise Price
|
||||||
$ 12.15 – $20.00
|
1,441,916
|
|
|
7.0
|
|
$
|
13.09
|
|
|
735,339
|
|
|
$
|
14.12
|
|
$ 20.01 – $25.00
|
1,083,377
|
|
|
1.9
|
|
22.57
|
|
|
1,070,027
|
|
|
22.55
|
|
||
$ 25.01 – $30.00
|
738,638
|
|
|
1.7
|
|
25.55
|
|
|
736,238
|
|
|
25.55
|
|
||
$ 30.01 – $33.36
|
4,496
|
|
|
3.4
|
|
33.36
|
|
|
4,496
|
|
|
33.36
|
|
||
Total
|
3,268,427
|
|
|
4.8
|
|
$
|
19.12
|
|
|
2,546,100
|
|
|
$
|
21.24
|
|
|
|
2017
|
|
Expected dividend yield
|
|
0.4
|
%
|
Expected stock price volatility
|
|
39.1
|
%
|
Risk-free interest rate
|
|
2.31
|
%
|
Expected life in years
|
|
7.8
|
|
Forfeiture percentage
|
|
5.0
|
%
|
Notes to Financial Statements
|
Equity Compensation
|
|
|
|
|
|
March 31, 2017
|
|
Weighted Average Fair Value
|
|||
Stock / Units unvested at
January 1, 2017
|
878,356
|
|
|
$
|
15.87
|
|
Granted
|
471,971
|
|
|
12.06
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Canceled
|
(27,293
|
)
|
|
15.80
|
|
|
Stock / Units unvested at
March 31, 2017
|
1,323,034
|
|
|
$
|
14.51
|
|
|
March 31, 2017
|
|
Weighted Average Fair Value
|
|||
Shares / Units unvested at January 1, 2017
|
309,468
|
|
|
$
|
14.58
|
|
Granted
|
336,694
|
|
|
12.02
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
Shares / Units unvested at March 31, 2017
|
646,162
|
|
|
$
|
13.25
|
|
Notes to Financial Statements
|
Accumulated Other Comprehensive Income
|
|
|
|
|
|
|
Foreign Currency
|
|
Long-Term Notes
|
|
Defined Benefit Plans
|
|
Derivatives
|
|
Total
|
||||||||||
December 31, 2016
|
|
$
|
(26,199
|
)
|
|
$
|
17,372
|
|
|
$
|
(11,248
|
)
|
|
$
|
740
|
|
|
$
|
(19,335
|
)
|
OCI before reclassifications
|
|
(2,153
|
)
|
|
3,102
|
|
|
(505
|
)
|
|
764
|
|
|
1,208
|
|
|||||
Amount reclassified from accumulated OCI
|
|
—
|
|
|
—
|
|
|
210
|
|
|
(299
|
)
|
|
(89
|
)
|
|||||
Net current-period OCI
|
|
(2,153
|
)
|
|
3,102
|
|
|
(295
|
)
|
|
465
|
|
|
1,119
|
|
|||||
March 31, 2017
|
|
$
|
(28,352
|
)
|
|
$
|
20,474
|
|
|
$
|
(11,543
|
)
|
|
$
|
1,205
|
|
|
$
|
(18,216
|
)
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
$
|
(5,744
|
)
|
|
$
|
4,111
|
|
|
$
|
(9,757
|
)
|
|
$
|
2,003
|
|
|
$
|
(9,387
|
)
|
OCI before reclassifications
|
|
12,218
|
|
|
(1,449
|
)
|
|
(195
|
)
|
|
1,128
|
|
|
11,702
|
|
|||||
Amount reclassified from accumulated OCI
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(166
|
)
|
|
(161
|
)
|
|||||
Net current-period OCI
|
|
12,218
|
|
|
(1,449
|
)
|
|
(190
|
)
|
|
962
|
|
|
11,541
|
|
|||||
March 31, 2016
|
|
$
|
6,474
|
|
|
$
|
2,662
|
|
|
$
|
(9,947
|
)
|
|
$
|
2,965
|
|
|
$
|
2,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount reclassified from OCI
|
|
Affected line item in the Statement of Comprehensive (Income) Loss
|
||||||
|
|
For the Three Months Ended March 31,
|
|
|
||||||
|
|
2017
|
|
2016
|
|
|
||||
Defined Benefit Plans
|
|
|
|
|
|
|
||||
Service and interest costs
|
|
$
|
210
|
|
|
$
|
5
|
|
|
Selling, General and Administrative
|
Tax
|
|
—
|
|
|
—
|
|
|
Income Taxes
|
||
Total after tax
|
|
$
|
210
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
|
|
|
|
|
|
|
||||
Foreign currency forward contracts hedging sales
|
|
$
|
68
|
|
|
$
|
(427
|
)
|
|
Net Sales
|
Foreign currency forward contracts hedging purchases
|
|
(391
|
)
|
|
238
|
|
|
Cost of Products Sold
|
||
Total before tax
|
|
(323
|
)
|
|
(189
|
)
|
|
|
||
Tax
|
|
24
|
|
|
23
|
|
|
Income Taxes
|
||
Total after tax
|
|
$
|
(299
|
)
|
|
$
|
(166
|
)
|
|
|
Notes to Financial Statements
|
Charges Related to Restructuring Activities
|
|
|
|
|
Notes to Financial Statements
|
Income Taxes
|
|
|
|
|
Notes to Financial Statements
|
Net Loss Per Common Share
|
|
|
|
|
(In thousands except per share data)
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Basic
|
|
|
|
||||
Average common shares outstanding
|
32,475
|
|
|
32,371
|
|
||
|
|
|
|
||||
Net loss
|
$
|
(16,780
|
)
|
|
$
|
(8,616
|
)
|
|
|
|
|
||||
Net loss per common share
|
$
|
(0.52
|
)
|
|
$
|
(0.27
|
)
|
|
|
|
|
||||
Diluted
|
|
|
|
||||
Average common shares outstanding
|
32,475
|
|
|
32,371
|
|
||
Stock options and awards
|
229
|
|
|
229
|
|
||
Average common shares assuming dilution
|
32,704
|
|
|
32,600
|
|
||
|
|
|
|
||||
Net loss
|
$
|
(16,780
|
)
|
|
$
|
(8,616
|
)
|
|
|
|
|
||||
Net loss per common share *
|
$
|
(0.52
|
)
|
|
$
|
(0.27
|
)
|
Notes to Financial Statements
|
Concentration of Credit Risk
|
|
|
|
|
Notes to Financial Statements
|
Derivatives
|
|
|
|
|
Notes to Financial Statements
|
Derivatives
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Notional
Amount
|
|
Unrealized
Net Gain
(Loss)
|
|
Notional
Amount
|
|
Unrealized
Net Gain
(Loss)
|
||||||||
USD / AUD
|
$
|
4,467
|
|
|
$
|
(19
|
)
|
|
$
|
5,841
|
|
|
$
|
316
|
|
USD / CAD
|
1,943
|
|
|
5
|
|
|
2,604
|
|
|
(18
|
)
|
||||
USD / CNY
|
7,744
|
|
|
(158
|
)
|
|
11,252
|
|
|
(301
|
)
|
||||
USD / CHF
|
270
|
|
|
9
|
|
|
370
|
|
|
15
|
|
||||
USD / EUR
|
58,476
|
|
|
1,781
|
|
|
60,387
|
|
|
1,826
|
|
||||
USD / GBP
|
2,720
|
|
|
(29
|
)
|
|
3,253
|
|
|
(75
|
)
|
||||
USD / NZD
|
9,230
|
|
|
21
|
|
|
9,650
|
|
|
(64
|
)
|
||||
USD / SEK
|
3,037
|
|
|
47
|
|
|
4,923
|
|
|
146
|
|
||||
USD / MXP
|
4,591
|
|
|
186
|
|
|
6,148
|
|
|
(417
|
)
|
||||
EUR / AUD
|
403
|
|
|
(16
|
)
|
|
506
|
|
|
6
|
|
||||
EUR / GBP
|
20,605
|
|
|
(473
|
)
|
|
14,511
|
|
|
(686
|
)
|
||||
EUR / NOK
|
2,069
|
|
|
(63
|
)
|
|
2,503
|
|
|
(25
|
)
|
||||
EUR / NZD
|
2,859
|
|
|
23
|
|
|
3,777
|
|
|
16
|
|
||||
GBP / AUD
|
400
|
|
|
8
|
|
|
503
|
|
|
34
|
|
||||
GBP / CHF
|
220
|
|
|
(4
|
)
|
|
215
|
|
|
(10
|
)
|
||||
GBP / SEK
|
2,457
|
|
|
(1
|
)
|
|
1,389
|
|
|
(42
|
)
|
||||
CHF / DKK
|
461
|
|
|
(7
|
)
|
|
595
|
|
|
(2
|
)
|
||||
DKK / SEK
|
3,263
|
|
|
100
|
|
|
31,978
|
|
|
49
|
|
||||
NOK / CHF
|
1,018
|
|
|
(20
|
)
|
|
1,335
|
|
|
(13
|
)
|
||||
NOK / SEK
|
1,976
|
|
|
17
|
|
|
2,618
|
|
|
21
|
|
||||
|
$
|
128,209
|
|
|
$
|
1,407
|
|
|
$
|
164,358
|
|
|
$
|
776
|
|
Notes to Financial Statements
|
Derivatives
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Notional
Amount
|
|
Gain
(Loss)
|
|
Notional
Amount
|
|
Gain
(Loss)
|
||||||||
AUD / USD
|
$
|
6,400
|
|
|
$
|
(76
|
)
|
|
$
|
5,800
|
|
|
$
|
204
|
|
CNY / USD
|
5,556
|
|
|
207
|
|
|
5,556
|
|
|
(24
|
)
|
||||
AUD / NZD
|
2,805
|
|
|
(66
|
)
|
|
3,264
|
|
|
15
|
|
||||
|
$
|
14,761
|
|
|
$
|
65
|
|
|
$
|
14,620
|
|
|
$
|
195
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Derivatives designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
2,291
|
|
|
$
|
884
|
|
|
$
|
2,535
|
|
|
$
|
1,759
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments under ASC 815
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
206
|
|
|
141
|
|
|
219
|
|
|
24
|
|
||||
Total derivatives
|
$
|
2,497
|
|
|
$
|
1,025
|
|
|
$
|
2,754
|
|
|
$
|
1,783
|
|
Derivatives in ASC 815 cash flow hedge
relationships
|
Amount of Gain
(Loss) Recognized in Accumulated 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)
|
||||||
Three months ended March 31, 2017
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
$
|
764
|
|
|
$
|
299
|
|
|
$
|
—
|
|
Three months ended March 31, 2016
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
$
|
1,128
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Derivatives not designated as hedging
instruments under ASC 815
|
|
|
|
|
Amount of Gain (Loss)
Recognized in Income on Derivatives
|
||||||
Three months ended March 31, 2017
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
|
$
|
65
|
|
|||||||
Three months ended March 31, 2016
|
|
|
|
|
|
||||||
Foreign currency forward exchange contracts
|
|
$
|
(283
|
)
|
Notes to Financial Statements
|
Derivatives
|
|
|
|
|
|
|
|
Gain (Loss)
|
||||||||
|
Fair Value
|
|
Three Months Ended
|
||||||||
|
March 31, 2017
|
|
March 31, 2017
|
|
March 31, 2016
|
||||||
Convertible debt conversion long-term liability
|
$
|
(23,977
|
)
|
|
$
|
6,731
|
|
|
$
|
(718
|
)
|
Convertible note hedge long-term asset
|
19,641
|
|
|
(5,830
|
)
|
|
1,322
|
|
|||
|
$
|
(4,336
|
)
|
|
$
|
901
|
|
|
$
|
604
|
|
Notes to Financial Statements
|
Fair Values
|
|
|
|
|
|
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
|
|||
Level I
|
|
Level II
|
|
Level III
|
|||
March 31, 2017
|
|
|
|
|
|
||
Forward exchange contracts—net
|
—
|
|
$
|
1,472
|
|
|
—
|
Convertible debt conversion liability
|
—
|
|
(23,977
|
)
|
|
—
|
|
Convertible note hedge asset
|
—
|
|
19,641
|
|
|
—
|
|
December 31, 2016
|
|
|
|
|
|
||
Forward exchange contracts—net
|
—
|
|
$
|
971
|
|
|
—
|
Convertible debt conversion liability
|
—
|
|
(30,708
|
)
|
|
—
|
|
Convertible note hedge asset
|
—
|
|
25,471
|
|
|
—
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
$
|
76,836
|
|
|
$
|
76,836
|
|
|
$
|
124,234
|
|
|
$
|
124,234
|
|
Other investments
|
104
|
|
|
104
|
|
|
108
|
|
|
108
|
|
||||
Installment receivables, net of reserves
|
2,183
|
|
|
2,183
|
|
|
1,834
|
|
|
1,834
|
|
||||
Long-term debt (including current maturities of long-term debt) *
|
(149,486
|
)
|
|
(151,790
|
)
|
|
(161,349
|
)
|
|
(164,900
|
)
|
||||
Convertible debt conversion liability in Other Long-Term Obligations
|
(23,977
|
)
|
|
(23,977
|
)
|
|
(30,708
|
)
|
|
(30,708
|
)
|
||||
Convertible note hedge in Other Long-Term Assets
|
19,641
|
|
|
19,641
|
|
|
25,471
|
|
|
25,471
|
|
||||
Forward contracts in Other Current Assets
|
2,497
|
|
|
2,497
|
|
|
2,754
|
|
|
2,754
|
|
||||
Forward contracts in Accrued Expenses
|
(1,025
|
)
|
|
(1,025
|
)
|
|
(1,783
|
)
|
|
(1,783
|
)
|
Notes to Financial Statements
|
Fair Values
|
|
|
|
|
Notes to Financial Statements
|
Business Segments
|
|
|
|
|
Notes to Financial Statements
|
Business Segments
|
|
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues from external customers
|
|
|
|
||||
Europe
(1)
|
$
|
119,508
|
|
|
$
|
122,031
|
|
NA
/HME
(1)
|
84,262
|
|
|
107,672
|
|
||
IPG
|
16,373
|
|
|
18,244
|
|
||
Asia/Pacific
|
11,580
|
|
|
9,605
|
|
||
Consolidated
|
$
|
231,723
|
|
|
$
|
257,552
|
|
Intersegment revenues
|
|
|
|
||||
Europe
|
$
|
3,675
|
|
|
$
|
2,592
|
|
NA
/HME
|
22,095
|
|
|
27,615
|
|
||
IPG
|
768
|
|
|
416
|
|
||
Asia/Pacific
|
3,860
|
|
|
5,221
|
|
||
Consolidated
|
$
|
30,398
|
|
|
$
|
35,844
|
|
Restructuring charges before income taxes
|
|
|
|
||||
Europe
|
$
|
690
|
|
|
$
|
—
|
|
NA
/HME
|
2,242
|
|
|
61
|
|
||
Asia/Pacific
|
351
|
|
|
41
|
|
||
Consolidated
|
$
|
3,283
|
|
|
$
|
102
|
|
Operating profit (loss)
|
|
|
|
||||
Europe
(1)
|
$
|
5,100
|
|
|
$
|
5,963
|
|
NA
/HME
(1)
|
(9,426
|
)
|
|
(6,409
|
)
|
||
IPG
|
1,898
|
|
|
1,424
|
|
||
Asia/Pacific
|
(430
|
)
|
|
(703
|
)
|
||
All Other
(2)
|
(4,510
|
)
|
|
(5,249
|
)
|
||
Charge expense related to restructuring activities
|
(3,283
|
)
|
|
(102
|
)
|
||
Consolidated operating loss
|
(10,651
|
)
|
|
(5,076
|
)
|
||
Net gain on convertible derivatives
|
901
|
|
|
604
|
|
||
Net Interest expense
|
(4,430
|
)
|
|
(2,319
|
)
|
||
Loss before income taxes
|
$
|
(14,180
|
)
|
|
$
|
(6,791
|
)
|
|
|
|
|
(1)
|
During the first quarter of 2017, a subsidiary, formerly included in the Europe segment transferred to the NA/HME segment as it is managed by the NA/HME segment manager effective January 1, 2017. This restatement increased revenues from external customers by
$1,301,000
and operating loss by
$107,000
for NA/HME with an offsetting impact for Europe.
|
(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.
|
Notes to Financial Statements
|
Contingencies
|
|
|
|
|
Notes to Financial Statements
|
Contingencies
|
|
|
|
|
Notes to Financial Statements
|
Contingencies
|
|
|
|
|
Notes to Financial Statements
|
Market Risk and Controls
|
|
|
|
|
Part II
|
Other Information
|
|
|
|
|
Part II
|
Other Information
|
|
|
|
|
Period
|
Total Number
of Shares
Purchased (1)
|
|
Avg. 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)
|
|||
1/1/2017
|
-
|
1/31/2017
|
—
|
|
—
|
|
|
—
|
|
2,453,978
|
2/1/2017
|
-
|
2/28/2017
|
—
|
|
—
|
|
|
—
|
|
2,453,978
|
3/1/2017
|
-
|
3/31/2017
|
—
|
|
—
|
|
|
—
|
|
2,453,978
|
Total
|
|
|
—
|
|
—
|
|
|
—
|
|
2,453,978
|
(1)
|
No shares were repurchased between January 1, 2017 and March 31, 2017 and 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 the quarter ended
March 31, 2017
.
|
Part II
|
Other Information
|
|
|
|
|
Exhibit
No.
|
|
10.1
|
Form of Performance-Based Stock Option Award under Invacare Corporation 2013 Equity Compensation Plan.
|
31.1
|
Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification (filed herewith).
|
32.1
|
Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification (filed herewith).
|
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 (furnished herewith).
|
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 (furnished herewith).
|
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
|
Signatures
|
|
|
|
|
|
|
|
|
|
|
|
|
INVACARE CORPORATION
|
||
|
|
|
|
|
Date:
|
May 8, 2017
|
By:
|
/s/ Robert K. Gudbranson
|
|
|
|
|
Name: Robert K. Gudbranson
|
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
(As Principal Financial and Accounting Officer and on behalf of the registrant)
|
To:
|
|
|
Number:
|
|
|
|
|
|
|
|
|
|
Date of Grant:
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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.
|
I have disclosed, based on my 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.
|
|
|
|
|
|
/s/ MATTHEW E. MONAGHAN
|
Date:
|
May 8, 2017
|
Matthew E. Monaghan
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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.
|
I have disclosed, based on my 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.
|
|
|
|
|
|
/s/ ROBERT K. GUDBRANSON
|
Date:
|
May 8, 2017
|
Robert K. Gudbranson
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:
|
May 8, 2017
|
Matthew E. Monaghan
President and 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:
|
May 8, 2017
|
Robert K. Gudbranson
Chief Financial Officer (Principal Financial Officer) |