UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 20172018
OR
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| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-15103
INVACARE CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio | 95-2680965 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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| One Invacare Way, Elyria, Ohio | 44035 |
| (Address of principal executive offices) | (Zip Code) |
(440) 329-6000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 3, 2017,2018, the registrant had 32,852,20733,229,658 Common Shares and 18,3576,357 Class B Common Shares outstanding.
Table of Contents
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PART I: FINANCIAL INFORMATION | | 2 | | 2 | |
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PART II: OTHER INFORMATION | | 1 | | 1 | |
| 1A | | 1A | |
| 2 | | 2 | |
| 6 | | 6 | |
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About Invacare Corporation
Invacare Corporation (NYSE: IVC) ("Invacare" or the "company") is a leading manufacturer and distributor in its markets for medical equipment used in non-acute care settings. At its core, the company designs, manufactures and distributes medical devices that help people to move, breathe, rest and perform essential hygiene. The company provides medical device solutions for congenital (e.g., cerebral palsy, muscular dystrophy, spina bifida), acquired (e.g., stroke, spinal cord injury, traumatic brain injury, post-acute recovery, pressure ulcers) and degenerative (e.g., ALS, multiple sclerosis, chronic obstructive pulmonary disease (COPD), elderly,age related, bariatric) ailments.conditions. The company's products are important parts of care for people with a wide range of challenges, from those who are active and heading to work or school each day and may need additional mobility or respiratory support, to those who are cared for in residential care settings, at home and in rehabilitation centers. The company sells its products principally to home medical equipment providers with retail and e-commerce channels, residential care operators, dealers and government health services in North America, Europe and Asia/Pacific. For more information about the company and its products, visit Invacare'sthe company's website at www.invacare.com. The contents of the company's website are not part of this Quarterly Report on Form 10-Q and are not incorporated by reference herein.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The discussion and analysis presented below is concerned with material changes in financial condition and results of operations between the periods specified in the condensed consolidated balance sheetsheets at June 30, 20172018 and December 31, 2016,2017, and in the condensed consolidated statement of comprehensive income (loss) for the three and six months ended June 30, 20172018 and June 30, 2016.2017. All comparisons presented are with respect to the same period last year, unless otherwise stated. This discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes that appear elsewhere in this quarterly reportQuarterly Report on Form 10-Q and the MD&A included in the company's annual reportAnnual Report on Form 10-K for the year ended December 31, 2016.2017 and for some matters, SEC filings from prior periods may be useful sources of information.
OVERVIEW
Invacare is a multi-national company with integrated capabilities to design, produce and distribute durable medical equipment. The company makes products that help people move, breathe, rest and perform essential hygiene, and with those products the company supports people with congenital, acquired and degenerative conditions. The company’s products and solutions are important parts of care for people with a range of challenges, from those who are active and go to work or school each day and may need additional mobility or respiratory support, to those who are cared for in residential care settings, at home and in rehabilitation centers. The company operates in facilities in North America, Europe and Asia/Pacific, which are the result of dozens of acquisitions made over the company’s nearly forty-year history. Some of these acquisitions have been combined into integrated operating units, while others remain relatively independent.
Strategy
For its first 35 years, theThe company had a strategy to be a leading provider of durable medical equipment to providers in global markets by providing the broadest portfolio available. This strategy had not kept pace with certain reimbursement changes, competitive dynamics and company-specific challenges especially in the United States market.recent years. Since 2015, the company has made a major shift in its strategy to alignstrategy. The company has since been aligning its resources to produce products and solutions that assist customers and end-users with theiraddress the most clinically complex needs.needs thereby increasing the value of the company's offering. By focusing the company’s efforts to provide the best possible assistance and outcomes to the people and caregivers who use its products, the company aims to improve its financial condition for sustainable profit and growth. To execute this transformation, the company is undertaking a substantial three-phase multi-year transformation plan.
Transformation
The company has been executing a multi-year transformation to shift to its new strategy, especially in North America. This is expected to yield better financial results from the application of the company’s resources to products and solutions that provide greater healthcare value in clinically complex rehabilitation and post-acute care. The transformation is divided into the following three phases:
Phase One - Assess and Reorient
Increase commercial effectiveness;
Shift and narrow the product portfolio;
AlignFocus innovation resources toon clinically complex solutions;
Accelerate quality efforts with culture ofon quality and excellence; and
Develop and expand talent.
Phase One, which is largely complete in North America, was strategic alignment and investment phase with significant shifts in the mix of the company's business. During Phase One, the company made investments in SG&A, including hiring and training over 50% new North America/HME clinical sales representatives, mainly in 2016. The company reduced net sales of less accretive
product, including reducing net sales of aids for daily living, divested its Garden City Medical, Inc. (GCM) subsidiary, and discontinued non-core product categories such as consumer power wheelchairs in North America/HME. During Phase One, the North America/HME business also demonstrated gross margin percentage improvement through a more clinical mix of products from the integration of clinical subsidiaries, as well as an enhanced new product pipeline.
Phase Two - Build and Align
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.
The company is currently in Phase Two of the transformation, focused primarily on North America.America, with gradual changes being undertaken in the Europe segment. By the end of this phase, the company expects growth in sales and gross profit, dollars, as well as an improvement in operating income and free cash flow. This is expected to come from the commercial execution of phase one investments and new product launches. The company also is optimizing its infrastructure and improving efficiencies. Duringefficiencies to streamline customer interactions and to reduce costs. The company expects Phase Two to extend through 2019 and to overlap with the second quarterbeginning of 2017, the company took announced actions expected to yield $6.7 millionPhase Three in annualized cost savings, which is in addition to the previously announced $9.2 million of restructuring actions taken since October 2016.certain areas.
Phase Three - Grow
Lead in quality culture and operations excellence; and
Grow above market.
By the end of phase three, the company expects continued improvements in net sales, operating margin, operating income and free cash flow.
Through the first half of 2017, the company expected continued lower net sales offset by favorable sales mix shift and increased gross margin as a percentage of net sales. In the second quarter of 2017, consolidated net sales decreased compared to the
same period prior year, and sequentially decreased slightly compared to the first quarter of 2017. Gross margin as a percentage of net sales improved as a result of lower warranty costs and the strategic mix shift toward clinically complex products.
In the second quarter of 2017, the company issued $120,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2022 in a private offering, and entered into related convertible note hedge and warrant transactions. Proceeds of the offering may be used to fund portions of the transformation and strengthen the company’s working capital. For further information, see “Long-Term Debt” in the Notes to the Consolidated Financial Statements included elsewhere in this report.
The company expects to take advantage of opportunities for growth across its many product lines and businesses by providing clinical solutions to the growing demographic in need of the company’s products. The company also remains focused on building an enterprise-wide quality culture, which it believes will ultimately be a competitive advantage. The company intends to move forward with its transformation, while managing through external uncertainty, such as changes in payor reimbursement policies. The company has demonstrated some improvements in the key short-term metrics as a result of its strategic shift. However, in spite of this, there may be interim periods where the company’s investments do not fully yield expected financial improvements, particularly in light of various external factors.
STATUS OF THE CONSENT DECREE
On July 24, 2017, the company received notice from the United States Food and Drug Administration (FDA) that the company had satisfied the Agency’s requirements under the consent decree to resume full operations atfollowing its Corporate and Taylor Street manufacturing facility in Elyria, Ohio. As a result, the company then became able to produce and sell all products made in the Taylor Street facility without the previous restrictions under the consent decree, which has been in effect since December 21, 2012.
The company is now able to sell its wheelchairs designed and manufactured at the Taylor Street facility without having to obtain the verificationreinspection of medical necessity (VMN) documentation previously required under the consent decree. To ensure the facilities are in continuous compliance with FDA regulations and the consent decree, the consent decree requires the company to undergo five years of audits by a third-party auditor selected by Invacare. The third-party auditor will inspect the Corporate and Taylor Street facilities, every six monthsthe Food and Drug Administration ("FDA") notified the company that it was in substantial compliance with the Federal Food, Drug and Cosmetic Act ("FDA Act"), FDA regulations and the terms of the consent decree and, at that time, the company was permitted to resume full operations at those facilities including the resumption of unrestricted sales of products made in those facilities.
The consent decree will continue in effect for a minimum of five years from July 2017, during which time the company’s Corporate and Taylor Street facilities must complete two semi-annual audits in the first year and then once every 12 months forannual audits over the next four years thereafter. Other Invacare manufacturingperformed by a company-retained expert audit firm. The expert audit firm will determine whether the facilities were unaffected byremain in continuous compliance with the FDA Act, regulations and the terms of the consent decreedecree. The FDA has the authority to inspect these facilities and have remained fully operational.any other FDA registered facility, at any time.
For a complete description of the consent decree, see the “Contingencies” note to the financial statements contained in Item
1 of this Quarterly Report on Form 10-Q and “Forward-Looking Statements” contained below in this Item.
OUTLOOK
As part of the company's transformation, the company expects to continue to make significant investments, strategically reduce sales in certain areas, refocus resources away from less accretive activities and evaluate its global infrastructure for opportunities to drive efficiency. The company is focused on transforming its business,expects to see improved results in 2018 from actions executed to date and additional actions as the company continues to streamline operations, resize and reshape the organization, especially in North America. Through the second half of 2017,America, around its new business mix and size. By executing this strategy and making these operational improvements, the company should startexpects long-term benefits for the company’s stakeholders. The company’s pursuit of profitable sales growth and cost reductions are expected to stabilize sales sequentially indrive its North America businesses through new productlonger-term goal of improved operating income and service offerings,positive Earnings Before Interest Taxes Depreciation and increased productivity from its new commercial salesforce. The launch of the new Invacare® TDX® SP2 power wheelchair with LiNX® technology and the ability to sell power and manual wheelchairs from the Taylor Street facility without the previous restrictions from the consent decree are unlikely to have a material impact on the business until at least 2018 due to the time it takes to earn that business combined with the industry's extended quote-to-order process. The quote-to-order process can delay the successful conversion of sales quotes to shipments between 60-90 days.Amortization.
The company will continue its focus on reducing costs and improving efficiencies. The company's priorities remain: emphasizing a culture of quality excellence and achieving its long-term earnings potential. The company remains committed to its long-term earnings objective, which is largely based upon four parts:
•Net
Positive sales growth in North America/HME mobility and
seating segment;
•Net sales growth in the IPG post-acute care business;
•Cost reductions across the North America businesses;products, both year-over-year and
•Continued net sales growth sequentially, is a key metric and efficiency gains in
Europe.
Becausean indicator of the scope and magnitudeprogress of changes being undertaken and the realized and potential changes affecting the business, the company expects some variation in the timing and relative magnitude of these results.
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MD&A | Results of Operations | |
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RESULTS OF OPERATIONS
On September 30, 2016, the company completed the sale of its subsidiary, Garden City Medical Inc. ("GCM"), to Compass Health Brands. GCM, doing business as PMI and Pinnacle Medsource, sourced and distributed primarily single-use products under the brand ProBasics™ by PMI. GCM was parttransformation of the North America/Home Medical Equipment (NA/HME) segment. This divestiture further refinedThe company expects to increase Selling, General and Administrative ("SG&A") investment for the company’s focus onremainder of the year to stimulate growth and brand awareness for its portable oxygen concentrator. In the Institutional Products Group (IPG) segment, the company does not anticipate sequential sales growth this year as it expects its new strategic selling approach to continue to take time to yield results. As noted previously, the company is gradually applying the transformation to the Europe segment, which may continue to reduce the segment's sales throughout the remainder of 2018 as it shifts its product mix toward more clinically valued, higher-margin products.
The company remains positive about the growth potential of its businesses. Results of mobility and seating and lifestyles product categories reflect this. Good products and stable markets in other lines of business whereareas support the company’s resources can best generate returnstransformation we are executing in areas of complex rehabilitationEurope and post-acute care. CGM was not deemed a discontinued operation for financial reporting purposes,IPG and therefore is included in the respiratory product category. In the near-term, the company anticipates an unfavorable impact on its results below unless otherwise noted. For more information, seedue to increases in tariffs and freight costs. The specific impact is not currently estimated as policy and commodity prices are only beginning to be implemented and management has not estimated its ability to offset any increases with internal actions. SG&A will increase somewhat, especially in NA/HME as the condensed consolidated financial statements includedcompany undertakes the promotion of certain product categories, including its respiratory products. The company will continue to make capital investments to grow the business. Working capital will expand as the business grows, especially in this Quarterly Report on Form 10-Q.support of increases in mobility and seating sales, which require substantial working capital and demonstration units to be effective. The company continues to estimate that cash flow in 2018 will be similar to 2017 including increased capital spending. The company believes its cash balances and available borrowing capacity should be sufficient to fund its transformation.
References hereinThe company will continue to "year-to-date" refer toemphasize a culture of quality excellence, profitable sales growth and the first six monthsachievement of the fiscal year, ended June 30.its long-term objectives.
RESULTS OF OPERATION - NET SALES
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| ($ in thousands USD) | Q2 17 | Q2 16 | Reported % Change | Foreign Exchange % Impact | Constant Currency % Change |
| Europe | 128,485 |
| 135,735 |
| (5.3 | ) | (5.5 | ) | 0.2 |
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| NA/HME | 77,689 |
| 110,700 |
| (29.8 | ) | (0.3 | ) | (29.5 | ) |
| IPG | 15,320 |
| 16,115 |
| (4.9 | ) | (0.1 | ) | (4.8 | ) |
| Asia/Pacific | 12,023 |
| 12,487 |
| (3.7 | ) | 0.6 |
| (4.3 | ) |
| Consolidated | 233,517 |
| 275,037 |
| (15.1 | ) | (2.8 | ) | (12.3 | ) |
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| NA/HME less divested GCM | 77,689 |
| 101,636 |
| (23.6 | ) | (0.4 | ) | (23.2 | ) |
| Consolidated less divested GCM | 233,517 |
| 265,973 |
| (12.2 | ) | (2.9 | ) | (9.3 | ) |
| | | ($ in thousands USD) | YTD Q2 17 | YTD Q2 16 | Reported % Change | Foreign Exchange % Impact | Constant Currency % Change | 2Q18* | 2Q17 | Reported % Change | Foreign Exchange % Impact | Constant Currency % Change |
| Europe | 247,993 |
| 257,766 |
| (3.8 | ) | (5.4 | ) | 1.6 |
| 138,896 |
| 128,485 |
| 8.1 |
| 10.4 | (2.3 | ) |
| NA/HME | 161,951 |
| 218,372 |
| (25.8 | ) | — |
| (25.8 | ) | 79,867 |
| 77,689 |
| 2.8 |
| 0.5 | 2.3 |
|
| IPG | 31,693 |
| 34,359 |
| (7.8 | ) | (0.1 | ) | (7.7 | ) | 13,704 |
| 15,320 |
| (10.6 | ) | 0.2 | (10.8 | ) |
| Asia/Pacific | 23,603 |
| 22,092 |
| 6.8 |
| 2.3 |
| 4.5 |
| 13,685 |
| 12,023 |
| 13.8 |
| 0.7 | 13.1 |
|
| Consolidated | 465,240 |
| 532,589 |
| (12.6 | ) | (2.5 | ) | (10.1 | ) | 246,152 |
| 233,517 |
| 5.4 |
| 5.9 | (0.5 | ) |
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| NA/HME less divested GCM | 161,951 |
| 200,149 |
| (19.1 | ) | (0.1 | ) | (19.0 | ) | |
| Consolidated less divested GCM | 465,240 |
| 514,366 |
| (9.6 | ) | (2.7 | ) | (6.9 | ) | |
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| ($ in thousands USD) | YTD 2Q18 | YTD 2Q17 | Reported % Change | Foreign Exchange % Impact | Constant Currency % Change |
| Europe | 270,210 |
| 247,993 |
| 9.0 |
| 11.4 | (2.4 | ) |
| NA/HME | 159,649 |
| 161,951 |
| (1.4 | ) | 0.4 | (1.8 | ) |
| IPG | 28,591 |
| 31,693 |
| (9.8 | ) | 0.2 | (10.0 | ) |
| Asia/Pacific | 24,762 |
| 23,603 |
| 4.9 |
| 1.9 | 3.0 |
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| Consolidated | 483,212 |
| 465,240 |
| 3.9 |
| 6.4 | (2.5 | ) |
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For the quarter, constant currency net sales increased in the European segment but was more than offset by declines in the NA/HME, IPG and Asia/Pacific segments.
Year-to-date constant currency net sales increased in the European and Asia/Pacific segments but was more than offset by declines in the NA/HME and IPG segments.
Excluding the divestiture of the GCM business, consolidated constant currency net sales declined 9.3% and 6.9% for the*Date format is quarter and year-to-date, respectively, compared toyear in each instance. “YTD” means the same periods last year, with net sales declines in lifestyle and respiratory products partially offset by increases in mobility and seating products.
The company realized a favorable impact from sales mix year-to-date attributable to mobility and seating products, which comprise mostfirst six months of the company's clinically complex product
portfolio. Sales mix increased to 38% from 33% for constant currency net sales by product for the second quarter of 2017 as compared to same period last year.
The table above provides net sales change as reported and as adjusted to exclude the impact of foreign exchange translation (constant currency net sales) as well as net sales further adjusted to exclude the impact of the sale of GCM, which was sold in September 2016 and not deemed a discontinued operation from an external reporting perspective.. “Constant currency net sales" is a non-GAAPnon-Generally Accepted Accounting Principles ("GAAP") financial measure, which is defined as net sales excluding the impact of foreign currency translation. The current year's functional currency net sales are translated using the prior year's foreign exchange rates. These amounts are then compared to the prior year's sales to calculate the constant currency net sales change. “Constant currency sequential net sales” is a non-GAAP financial measure in which a given quarter’s net sales are compared to the most recent prior quarter’s net sales with each quarter’s net sales translated at the foreign exchange rates for the quarter ended March 31, 2018. Management believes that thisboth financial measure providesmeasures provide meaningful information for evaluating the core operating performance of the company.
Constant currency net sales performance drivers by segment:
Europe - The 2Q18 and YTD 2Q18 declines in constant currency net sales compared to the same periods last year were driven by all product categories as the company gradually applies its transformation strategy to this segment to focus on more clinically valued, higher-margin products.
North America/Home Medical Equipment (NA/HME) -
Constant currency net sales for 2Q18 increased, driven largely by increases in mobility and seating products as the company continued to benefit from exiting the injunctive phase of the consent decree. Respiratory product sales declined compared to 2Q17 in stationary concentrators and HomeFill® systems partially offset by an increase in portable oxygen concentrators. The YTD 2Q18 decline in constant currency net sales compared to the first half last year was driven by all product categories except for mobility and seating products.
Institutional Products Group (IPG) - Constant currency 2Q18 and YTD 2Q18 net sales decreased compared to the same periods last year principally due to lower bed product sales which were negatively impacted by a 2Q18 supply disruption that was resolved by the end of 2Q18.
Asia/Pacific - Constant currency net sales increased for 2Q18 and YTD 2Q18 compared to the same periods last year principally driven by net sales increases for mobility and seating products.
The following tables provide net sales at reported rates for the quarters ended June 30, 2018 and March 31, 2018, respectively, and net sales for the quarter ended June 30, 2018 as translated at the foreign exchange rates for the quarter ended March 31, 2018 with each then compared to each other (constant
currency sequential net sales). The company began this disclosure in 2017 to illustrate the effect of its transformation on its segments and continues to do so while the transformation continues, and this is useful.
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| | 2Q18 at Reported Foreign Exchange Rates | | Foreign Exchange Translation Impact | | 2Q18 at 1Q18 Foreign Exchange Rates | | 1Q18 at 1Q18 Foreign Exchange Rates | | Sequential Growth $ | | Sequential Growth % |
| Europe | $ | 138,896 |
| | $ | 197 |
| | $ | 139,093 |
| | $ | 131,251 |
| | $ | 7,842 |
| | 6.0 | % |
| NA/HME | 79,867 |
| | 186 |
| | 80,053 |
| | 79,794 |
| | 259 |
| | 0.3 |
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| IPG | 13,704 |
| | 15 |
| | 13,719 |
| | 14,887 |
| | (1,168 | ) | | (7.8 | ) |
| Asia Pacific | 13,685 |
| | 443 |
| | 14,128 |
| | 11,066 |
| | 3,062 |
| | 27.7 |
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| Consolidated | $ | 246,152 |
| | $ | 841 |
| | $ | 246,993 |
| | $ | 236,998 |
| | $ | 9,995 |
| | 4.2 | % |
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The net sales amounts in the above table are converted at Q1 2018 foreign exchange rates so that the sequential change in net sales can be shown, excluding the impact of changes in foreign currency exchange rates.
As indicative of the progress of the company's transformation, sequential net sales improved for all segments except the IPG segment. The Europe sequential improvement
was due to increased net sales in all product categories except respiratory, which was down slightly. The NA/HME sequential improvement was the fourth consecutive quarter of flat to increasing sequential growth in the segment, driven by a greater than 10% increase in mobility and seating products principally offset by respiratory product sales declines. The IPG decline was driven by most product categories.
The company realized a favorable impact from sales mix attributable to increased mobility and seating products, which comprise most of the company's clinically complex product portfolio. Sales mix increased to 40% from 38% for constant currency net sales by product for the second quarter of 2018 as compared to same period last year.
This favorable net sales mix shift is the result of the company's continued transformation and, in particular, the implementation of Phase One of the transformation,efforts, especially where the company focused on shifting and narrowinghas shifted the product portfolio and alignment of resources to focus on clinically complex solutions.
Constant currency net sales performance drivers by segment:
Europe - The improvement in constant currency net sales for the quarter and year-to-date was driven by mobility and seating products partially offset by declines in lifestyle and respiratory products.
North America/Home Medical Equipment (NA/HME) - Excluding the divestiture of the GCM business, constant currency net sales declined 23.2% for the quarter compared to the same period last year. The decrease in constant currency net sales was driven by decreases in all categories, though mostly in lifestyle and respiratory products. Mobility and seating sales were a lesser part of the net sales decline. Newer mobility and seating products grew during the quarter, including the Alber® Twion® power assist device, Invacare® MyON® HC manual wheelchair and the Rovi® power wheelchair from Motion Concepts.
Institutional Products Group (IPG) - The decrease in constant currency net sales for the quarter was driven by most product categories except beds and interior design projects. The
decrease in constant currency net sales year-to-date was driven by all product categories. As previously disclosed, the company is transforming its go-to-market strategy in the post-acute care (PAC) channel. With the support of IPG's Outcomes by Design™ service offering for customers that launched in the second quarter, the new post-acute commercial team continued to build its new customer base. The company expects this new sales approach within the capital selling environment to take time to yield growth.
Asia/Pacific - The decrease in constant currency net sales for the quarter was driven by the Australia distribution business partially offset by improvements in the New Zealand distribution business and at the company's subsidiary that produces microprocessor controllers. The year-to-date improvement in constant currency net sales was driven by the New Zealand distribution businesses and the company's subsidiary that produces microprocessor controllers partially offset by declines in the Australia distribution business.
GROSS PROFIT
Gross profit dollars for 2Q18 increased compared to 2Q17 principally due to favorable foreign currency and reduced warranty expense partially offset by increased freight expense and to a lesser extent R&D expense. Gross profit as a percentage of net sales increasedwas lower by 1.0 percentage point40 basis points compared to 2Q17 primarily as a result of higher freight costs in the quarterNA/HME and Europe segments incurred to expedite the resolution of backorders, which in Europe were the result of facility consolidation.
Gross profit dollars for YTD 2Q18 increased compared to YTD 2Q17 principally due to favorable foreign currency and reduced R&D and warranty expense, partially offset by increased freight expense. Gross profit as a percentage of net sales was lower by 30 basis points compared to the same period last year. This increase was drivenyear due to freight costs increases offset by reduced warranty expense and favorable sales mix, partially offsetR&D costs.
Gross profit and gross margin drivers by unfavorable manufacturing costs including the impact of foreign currency. segment:
Europe - Gross margin as a percentage of net sales increased for the Europe and Asia/Pacific segments and declined for the NA/HME and IPG segments. Gross2Q18 decreased 0.9 of a percentage point, while gross profit dollars declined in all segments but principally in the NA/HME segment.
Gross profit as a percentage of net sales increased by 1.4 percentage points year-to-date as$2,006,000, compared to the same period last year. This2Q17. The increase in gross profit dollars was driven by favorable sales mix and reduced warranty expenseforeign currency, partially offset by unfavorable manufacturing variances, including the impact of foreign currencyincreased freight costs related to product transfers associated with facility consolidation and increased research and developmentR&D expense.
Gross margin as a percentage of net sales increased for all the segments. GrossYTD 2Q18 decreased 0.2 of a percentage point, while gross profit dollars declinedincreased $6,025,000, compared to the same period last year. The increase in all segments except Asia/Pacific but principally in the NA/HME segment.
gross profit dollars was driven by favorable foreign currency partially offset by unfavorable manufacturing variances, increased R&D and freight expense.
Gross profit drivers by segment:
EuropeNA/HME - For the quarter, grossGross margin as a percentage of net sales increasedfor 2Q18 decreased 1.4 percentage points, while gross profit dollars decreased $27,000,$477,000, compared to the same period last year. The slight decrease in gross profit dollars was driven by unfavorable foreign currency partially offset by reduced warranty costs and favorable net sales mix.
Year-do-date, gross margin as a percentage of net sales increased 1.0 percentage point, while gross profit dollars decreased $223,000, compared to the same period last year. The decrease in gross profit dollars was driven by unfavorable foreign currency and increased research and development expense partially offset by reduced warranty costs and favorable net sales mix.
NA/HME - For the quarter, gross margin as a percentage of net sales decreased by 0.1 percentage points, while gross profit dollars decreased $7,968,000, compared to the same period last year. Excluding the impact of the divested GCM business, gross margin as a percentage of net sales decreased by 0.4 of a percentage point, while gross profit dollars decreased by $6,077,000.2Q17. The decrease in gross profit dollars was primarily due to net sales volume declines and unfavorable manufacturingincreased freight costs partially offset by favorable net sales mixlower warranty and reduced freight and warranty costs.R&D expenses.
Year-to-date, grossGross margin as a percentage of net sales increased by 1.2for YTD 2Q18 decreased 2.0 percentage points, while gross profit dollars decreased $11,047,000,$3,778,000, compared to the same period last year. Excluding the impact of the divested GCM business, gross margin as a percentage of net sales increased by 0.9 of a percentage point, while gross profit dollars decreased by $7,106,000.YTD 2Q17. The decrease in gross profit dollars was primarily due to unfavorable net sales mix, net sales volume declines and unfavorable manufacturing variancesincreased freight costs.
IPG - Gross margin as a percentage of net sales for 2Q18 increased 0.2 of a percentage point, and gross profit dollars decreased $580,000, compared to 2Q17. The decrease in gross profit dollars was driven principally by lower net sales partially offset by reduced freightwarranty expense.
Gross margin as a percentage of net sales for YTD 2Q18 decreased 0.3 of a percentage point, and gross profit dollars decreased $1,293,000, compared to YTD 2Q17. The decrease in gross profit dollars was driven by lower net sales partially offset by reduced warranty costsexpense.
Asia/Pacific - Gross margin as a percentage of net sales for 2Q18 increased 5.8 percentage points, while gross profit dollars increased $1,782,000, compared to 2Q17. The increase in gross profit dollars was primarily due to higher net sales, favorable manufacturing variance and reduced R&D expense.
Gross margin as a percentage of net sales for YTD 2Q18 increased 6.4 percentage points, while gross profit dollars increased $3,250,000, compared to YTD 2Q17. The increase in gross profit dollars was primarily due to increased net sales, favorable net sales mix.
mix and reduced research and development expenses.
IPG - For the quarter,
Sequential quarterly gross margin as a percentage of net sales decreased 0.20.7 of a percentage point, and gross profit dollars decreased $194,000, compared to the same period last year.point. The slight decrease in gross profit dollarsmargin percentage was driven by volume declines. Year-to-date,unfavorable sales mix, as a result of reduced Europe net sales and increased freight and R&D expense, partially offset by favorable foreign currency and reduced warranty expense. Sequential gross marginprofit as a percentage of net sales increased 1.3 percentage points while gross profit dollars decreased $96,000, compared to the same period last year. The slight decreasedeclined in gross profit dollars was driven by volume declines partially offset by reduced warranty expense.
all segments except NA/HME.
Asia/Pacific - For the quarter, gross margin as a percentage of net sales increased by 0.7 of a percentage point, while gross profit dollars decreased $210,000, compared to the same period last year. The decrease in gross profit dollars was primarily due to volume declines partially offset by a favorable net sales mix. Year-to-date, gross margin as a percentage of net sales increased by 0.7 of a percentage point, and
Sequential quarterly gross profit dollars increased $21,000, compared to the same period last year.$829,000. The slight increase in gross profit dollars was primarily attributable to favorable net sales mixforeign currency and foreign currency.lower warranty expense, partially offset by increased freight and R&D expense. Sequential gross profit dollars increased in all segments except IPG.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
| | | ($ in thousands USD) | Q2 17 | Q2 16 | Reported Change | Foreign Exchange Impact | Constant Currency Change | 2Q18 | 2Q17 | Reported Change | Foreign Exchange Impact | Constant Currency Change |
| SG&A Expenses - $ | 75,721 |
| 78,722 |
| (3,001 | ) | (1,566 | ) | (1,435 | ) | 73,763 |
| 75,721 |
| (1,958 | ) | 3,103 |
| (5,061 | ) |
| SG&A Expenses - % change | | (3.8 | ) | (2.0 | ) | (1.8 | ) | | (2.6 | ) | 4.1 |
| (6.7 | ) |
| % to net sales | 32.4 |
| 28.6 |
| | | 30.0 |
| 32.4 |
| | |
| Consolidated less divested GCM - $ | 75,721 |
| 77,581 |
| (1,860 | ) | (1,566 | ) | (294 | ) | |
| Consolidated less divested GCM - % change | | (2.4 | ) | (2.0 | ) | (0.4 | ) | |
| % to net sales | 32.4 |
| 29.2 |
| | | |
| | | ($ in thousands USD) | YTD Q2 17 | YTD Q2 16 | Reported Change | Foreign Exchange Impact | Constant Currency Change | YTD 2Q18 | YTD 2Q17 | Reported Change | Foreign Exchange Impact | Constant Currency Change |
| SG&A Expenses - $ | 148,234 |
| 151,556 |
| (3,322 | ) | (2,540 | ) | (782 | ) | 145,027 |
| 148,234 |
| (3,207 | ) | 6,657 |
| (9,864 | ) |
| SG&A Expenses - % change | | (2.2 | ) | (1.7 | ) | (0.5 | ) | | (2.2 | ) | 4.5 |
| (6.7 | ) |
| % to net sales | 31.9 |
| 28.5 |
| | | 30.0 |
| 31.9 |
| | |
| Consolidated less divested GCM - $ | 148,234 |
| 149,147 |
| (913 | ) | (2,540 | ) | 1,627 |
| |
| Consolidated less divested GCM - % change | | (0.6 | ) | (1.7 | ) | 1.1 |
| |
| % to net sales | 31.9 |
| 29.0 |
| | | |
For the quarter, the decrease in SG&A expense excluding the sale of GCM and the impact of foreign exchange, wascurrency translation, which is referred to as "constant currency SG&A", decreased for 2Q18 and YTD 2Q18 compared to the same periods last year primarily driven bydue to reduced product liability and employment costs partially offset by increased foreign currency transactions.
Year-to-date, the increase in SG&A expense, excluding the sale of GCM and the impact of foreign exchange, was primarily driven by increased foreign currency transactions partially offset by reduced employment and product liability costs.
SG&A expense drivers by segment:
Europe - For the quarter, SG&A expenses decreasedfor 2Q18 increased by 0.5%12.8%, or $154,000,$3,913,000, compared to the same period last year2Q17 with foreign currency translation decreasingincreasing SG&A expenses by approximately $1,441,000,$2,920,000, or 4.7%9.6%. Constant currency SG&A expenses increased by $1,287,000,$993,000, or 4.2%3.2%. Year-to-date, The increased expense was primarily attributable to unfavorable foreign currency transactions as well as higher employment costs and depreciation expense.
SG&A expenses for YTD 2Q18 increased by 0.9%10.7%, or $512,000,$6,437,000, compared to the same period last yearYTD 2Q17 with foreign currency translation decreasingincreasing SG&A expenses by approximately $2,652,000,$6,192,000, or 4.4%10.3%. Constant currency SG&A expenses increased by $3,164,000,$245,000, or 5.3%0.4%. The increase inincreased expense for the quarter and year-to-date iswas primarily attributable to increased employment costshigher consulting and depreciation expense partially offset by favorable foreign currency transactions.
NA/HME - For the quarter, SG&A expenses for 2Q18 decreased 6.4%13.8%, or $2,224,000,$4,454,000, compared to the same period last year2Q17 with foreign currency translation having an immaterial impact. Constant currency SG&A expenses decreased $2,077,000,$4,609,000, or 6.0%. Excluding the impact of the divested GCM business and
foreign currency translation impact, constant currency SG&A expense decreased by $936,000 or 2.8%14.2% driven primarily by decreased employment costs and product liability costs. The reduction in employment costs included a reduction in bonus expense. Year-to-date, favorable foreign currency transactions.
SG&A expenses for YTD 2Q18 decreased 3.4%14.0%, or $2,286,000,$9,042,000, compared to the same period last yearYTD 2Q17 with foreign currency translation having an immaterial impact. Constant currency SG&A expenses decreased $2,191,000,$9,357,000, or 3.3%. Excluding the impact of the divested GCM business, constant currency SG&A expense increased by $218,000 or 0.3%14.5% driven primarily by unfavorable foreign currency transactions, partially offset by decreased employment and product liability costs.
IPG - For the quarter, SG&A expenses for IPG2Q18 decreased by 4.7%10.0%, or $133,000,$272,000, compared to the same period last year2Q17 with foreign currency translation having an immaterial impact. Constant currency SG&A expenses decreased by $128,000$273,000 or 4.5%10.1%. Year-to-date, The decline in expense was primarily related to lower employment costs.
SG&A expenses for IPGYTD 2Q18 decreased by 8.5%12.4%, or $510,000,$684,000, compared to the same period last yearYTD 2Q17 with foreign currency translation having an immaterial impact. Constant currency SG&A expenses decreased by $512,000$690,000 or 8.5%12.5%. The decline in expense for the quarter and year-to-date was primarily related to lower employment costs.
Asia/Pacific - For the quarter, SG&A expenses decreased 10.4%for 2Q18 increased 2.5%, or $429,000,$94,000, compared to the same period last year2Q17 with foreign currency translation increasing SG&A expenses by $27,000, or 0.7 percentage points.0.7%. Constant currency SG&A expenses decreased by $456,000,increased $67,000, or 11.1%1.8%. Year-to-date, The increase in expense was primarily related to unfavorable foreign currency transactions.
SG&A expenses decreased 6.0%for YTD 2Q18 increased 2.2%, or $470,000,$160,000, compared to the same period last yearYTD 2Q17 with foreign currency translation increasing SG&A expenses by $205,000,$144,000, or 2.6%2.0%. Constant currency SG&A expenses decreased $675,000,increased $16,000, or 8.6%0.2%. The declineincrease in expense was primarily related to unfavorable foreign currency transactions principally offset by lower employment costs.
Other - SG&A expenses for 2Q18 decreased 19.7%, or $1,239,000, compared to 2Q17. SG&A expenses for YTD 2Q18 decreased 0.7%, or $78,000, compared to YTD 2Q17. Both the quarter and year-to-date wasdecreases were driven primarily related toby decreased employment costs, and foreign currency transactions.
Other - For the quarter, SG&A expenses decreased by 1.0%, or $61,000, compared to the same period last year primarily driven by declines in legal expense and employment costs, primarily related to reduced bonus expense, partially offset by increased equity compensation expense. Year-to-date, SG&A expenses decreased by 5.0%, or $568,000, compared to the same period last year primarily driven by decline in legal expense, partially offset by increasedincluding equity compensation expense.
|
| | |
| MD&A | Operating Income (Loss) | |
| | | |
OPERATING INCOME (LOSS)
| | | ($ in thousands USD) | Q2 17 | Q2 16 | $ Change | % Change | | YTD Q2 17 | YTD Q2 16 | $ Change | % Change | 2Q18 | 2Q17 | $ Change | % Change | | YTD 2Q18 | YTD 2Q17 | $ Change | % Change |
| Europe | 7,077 |
| 6,949 |
| 128 |
| 1.8 |
| | 12,177 |
| 12,912 |
| (735 | ) | (5.7 | ) | 5,171 |
| 7,077 |
| (1,906 | ) | (26.9 | ) | | 11,765 |
| 12,177 |
| (412 | ) | (3.4 | ) |
| NA/HME | (12,395 | ) | (6,649 | ) | (5,746 | ) | (86.4 | ) | | (21,821 | ) | (13,058 | ) | (8,763 | ) | (67.1 | ) | (8,420 | ) | (12,395 | ) | 3,975 |
| 32.1 |
| | (16,558 | ) | (21,821 | ) | 5,263 |
| 24.1 |
|
| IPG | 1,472 |
| 1,532 |
| (60 | ) | (3.9 | ) | | 3,370 |
| 2,956 |
| 414 |
| 14.0 |
| 1,163 |
| 1,472 |
| (309 | ) | (21.0 | ) | | 2,761 |
| 3,370 |
| (609 | ) | (18.1 | ) |
| Asia/Pacific | (118 | ) | (337 | ) | 219 |
| 65.0 |
| | (548 | ) | (1,040 | ) | 492 |
| 47.3 |
| 1,570 |
| (118 | ) | 1,688 |
| 1,430.5 |
| | 2,542 |
| (548 | ) | 3,090 |
| 563.9 |
|
| All Other | (6,735 | ) | (6,622 | ) | (113 | ) | (1.7 | ) | | (11,245 | ) | (11,871 | ) | 626 |
| 5.3 |
| (5,901 | ) | (6,735 | ) | 834 |
| 12.4 |
| | (11,674 | ) | (11,245 | ) | (429 | ) | (3.8 | ) |
| Charges related to restructuring activities | (4,987 | ) | (689 | ) | (4,298 | ) | (623.8 | ) | | (8,270 | ) | (791 | ) | (7,479 | ) | (945.5 | ) | |
| Charges related to restructuring | | (344 | ) | (4,987 | ) | 4,643 |
| 93.1 |
| | (745 | ) | (8,270 | ) | 7,525 |
| 91.0 |
|
| Consolidated Operating Loss | (15,686 | ) | (5,816 | ) | (9,870 | ) | (169.7 | ) | | (26,337 | ) | (10,892 | ) | (15,445 | ) | (141.8 | ) | (6,761 | ) | (15,686 | ) | 8,925 |
| 56.9 |
| | (11,909 | ) | (26,337 | ) | 14,428 |
| 54.8 |
|
| | | | | | | | | |
For 2Q18 and YTD 2Q18, the quarter and year-to-date, the increasedecrease in consolidated operating loss was significantly impacted by an increase in restructuring charges and increasedimproved segment operating losses primarily related to volume declinesincome (loss) in NA/HME and unfavorable foreign currency partially offset byAsia Pacific segments and reduced warranty expense, freight and employment costs.restructuring charges.
Operating income (loss) by segment:
Europe - For the quarter, operatingOperating income increased compared to the same period last year primarily related to reduced warranty expense partially offset by unfavorable foreign exchange and increased employment costs. Year-to-date, operating incomefor 2Q18 decreased compared to the same period last year primarily2Q17 principally due to unfavorable manufacturing variances and increased freight costs related to unfavorable foreign currency,product transfers associated with the previously announced facility consolidations, and increased R&D expense, increased employmentand SG&A costs, partially offset by increased constant currency net sales and reduced warranty expense.favorable foreign currency. Operating income for YTD 2Q18 decreased compared to YTD 2Q17 primarily driven by the same items noted for the quarter.
NA/HME - For the quarter, operatingOperating loss increasedfor 2Q18 improved compared to the same period last year primarily related to net sales declines and unfavorable manufacturing costs partially offset by favorable sales mix and reduced employment, warranty and freight expense. In addition, the second quarter of 2016 included approximately $750,000 in operating income for GCM. Year-to-date, operating loss increased compared to the same period last year primarily related to net sales declines partially offset by favorable sales mix and reduced employment, warranty and freight expense. In addition, the first six months of 2016 included $1,532,000 in operating income for GCM.
IPG - For the quarter, operating income decreased as compared to the same period last year primarily related to net sales declines partially offset by reduced SG&A expense, primarily due to lower employment costs. Year-to-date, operating income increased as compared to the same period last year2Q17 primarily related to reduced SG&A, warranty and freightresearch and development expense, partially offset by increased freight costs. Operating loss for YTD 2Q18 decreased compared to YTD 2Q17 primarily due to reduced SG&A, R&D and warranty expense, partially offset by increased freight costs.
IPG - Operating income for 2Q18 and YTD 2Q18 declined compared to the same periods last year principally due to a net sales declines.decline partially offset by reduced SG&A and warranty expense.
Asia/Pacific - Operating income for 2Q18 increased compared to 2Q17 as a result of net sales increase, reduced R&D and manufacturing expense. Operating income for YTD 2Q18 increased compared to YTD 2Q17 as a result of increased net sales and reduced R&D and manufacturing costs.
Asia/Pacific - For the quarter, operating loss decreased as compared to the same period last year primarily related to reduced employment costs, favorable foreign currency and favorable sales mix partially offset by net sales declines. Year-to-date, operating loss decreased as compared to the same period last year primarily related to increased net sales, favorable sales mix and reduced SG&A partially offset by increased research and development costs.
All Other - For the quarter, operatingOperating loss increase wasfor 2Q18 decreased compared to 2Q17 primarily impacteddue to reduced SG&A expense, driven by increasedlower equity compensation expense, partially offset by unfavorable intercompany profit in inventory eliminationeliminations as a result of higher inventory levels. Year-to-date, operatingOperating loss was impacted by reduced SG&A expense.for YTD 2Q18 increased compared to YTD 2Q17 primarily due to unfavorable intercompany profit in inventory eliminations as a result of higher inventory levels.
Charge Related to Restructuring Activities
Restructuring charges recorded in 2017 were primarilytotaled $745,000 for YTD 2Q18 principally related to previously disclosed facility closuresseverance costs. Restructuring charges were incurred in the Europe ($401,000), Asia/Pacific ($258,000) and reduction in force actions in each of theNA/HME ($86,000) segments.
Restructuring charges totaled $8,270,000 in the first six months of 2017for YTD 2Q17 which related principally to severance and contract terminationstermination costs incurred in the NA/HME segment ($6,170,000) and severance in the Europe ($1,204,000) and Asia/Pacific ($896,000) segments. Charges inSignificant charges were incurred YTD 2Q17 due to the NA/HME segment include the impactcompany's decision to close one of the June 2017 closure of the company’s Suzhou,its China manufacturing facility, which is expected to generate approximately $4,000,000 in annualized pre-tax savings for the segment.
In the first six months of 2016, the company incurred restructuring charges of $791,000 related principally to severance costs incurred in the NA/HME segment ($723,000) and the Asia/Pacific segment ($68,000).locations. Most of the outstanding restructuring accruals at June 30, 20172018 are expected to be paid out in the next twelve months.
OTHER ITEMS
Net Gain (Loss) on Convertible Debt Derivatives
| | | ($ in thousands USD) | Change in Fair Value - Gain (Loss) | Change in Fair Value - Gain (Loss) |
| | Q2 17 | Q2 16 | YTD Q2 17 | YTD Q2 16 | 2Q18 | 2Q17 | YTD 2Q18 | YTD 2Q17 |
| | | | | |
| Convertible Note Hedge Assets | 11,591 |
| (6,079 | ) | 5,761 |
| (4,757 | ) | 11,467 |
| 11,591 |
| 15,753 |
| 5,761 |
|
| Convertible Debt Conversion Liabilities | (12,642 | ) | 6,565 |
| (5,911 | ) | 5,847 |
| (11,446 | ) | (12,642 | ) | (15,629 | ) | (5,911 | ) |
| Net gain (loss) on convertible debt derivatives | (1,051 | ) | 486 |
| (150 | ) | 1,090 |
| |
| Net Gain (Loss) on Convertible Debt Derivatives | | 21 |
| (1,051 | ) | 124 |
| (150 | ) |
| | | | | |
The company recognized net gains of $21,000 and $124,000 in 2Q18 and YTD 2Q18, respectively, compared to net losses of $1,051,000 and $150,000 for the threein 2Q17 and six months ended June 30, 2017, respectively, compared to net gains of $486,000 and $1,090,000 for the three and six months ended June 30, 2016,YTD 2Q17, respectively, related to the fair value of convertible debt derivatives. See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail.
Interest
| | | ($ in thousands USD) | Q2 17 | Q2 16 | $ Change | % Change | 2Q18 | 2Q17 | $ Change | % Change |
| Interest Expense | 4,645 |
| 4,374 |
| 271 |
| 6.2 |
| 6,964 |
| 4,645 |
| 2,319 |
| 49.9 |
| Interest Income | (49 | ) | (74 | ) | 25 |
| (33.8 | ) | (136 | ) | (49 | ) | (87 | ) | 177.6 |
| | | ($ in thousands USD) | YTD Q2 17 | YTD Q2 16 | $ Change | % Change | YTD 2Q18 | YTD 2Q17 | $ Change | % Change |
| Interest Expense | 9,163 |
| 6,747 |
| 2,416 |
| 35.8 | 13,926 |
| 9,163 |
| 4,763 |
| 52.0 |
| Interest Income | (137 | ) | (128 | ) | (9 | ) | 7.0 | (385 | ) | (137 | ) | (248 | ) | 181.0 |
The increase in interest expense for the quarter2Q18 and year to date asYTD 2Q18 compared to the same periods last year was primarily due to interest payable on the issuance of convertible notes issued in the first quarter of 2016 and second quarter of 2017.
Income Taxes
The company had an effective tax rate of 21.9% and 21.0% on losses before tax from continuing operations for 2Q18 and YTD 2Q18 compared to an expected benefit of 21.0% on the continuing operations pre-tax loss for each period. The company had an effective tax rate of 10.2% and 13.4% on losses before income tax from continuing operations for the three2Q17 and six months ended June 30, 2017, respectively, and an effective tax rate of 20.2% and 23.0% for the three and six months ended June 30, 2016, respectively,YTD 2Q17 compared to an expected benefit at the U.S. statutory rate of 35%35.0% on the continuing operations pre-tax lossesloss for each period. The company's effective tax rate for the three and six months ended June 30, 20172018 and June 30, 20162017 was unfavorable as compared to the U.S. federal statutory rate expected benefit, principally due to the negative impact of the company's inabilitycompany not being able to record tax benefits related to the significant losses in countries which had tax valuation allowances. The effective tax rate was reducedincreased for the three and six months ended June 30, 2018 and decreased for the three months ended June 30, 2017 by certain taxes outside the United States, excluding countries with tax valuation allowances, that were at an effective rate higher than the U.S. statutory rate for the three and six months ended June 30, 2018 and lower than the U.S. statutory rate. During 2016, installment payments were maderate for the three months ended June 30, 2017. See "Income Taxes" in the first quarter related to a previously disclosed liability for uncertain tax positions, and subsequentnotes to the end of the first quarter, the company accelerated and paid the balance of the installment obligation to reduce interest costs.Consolidated Financial Statements included elsewhere in this report for more detail.
Installment payments were made in the first half of 2016 related to a previously disclosed liability for uncertain tax positions and current taxes payable, and during the second quarter of 2016, the company accelerated and paid the balance of the installment obligation to reduce interest costs.
|
| | |
| MD&A | Liquidity and Capital Resources | |
| | | |
LIQUIDITY AND CAPITAL RESOURCES
The company continues to maintain an adequate liquidity position through its cash balances and unused bank lines of credit (see Long-Term Debt in the Notes to Condensed Consolidated Financial Statements included in this report).
Key balances on the company's balance sheet and related metrics:
| | | ($ in thousands USD) | June 30, 2017 | December 31, 2016 | $ Change | % Change | June 30, 2018 | December 31, 2017 | $ Change | % Change |
| Cash and cash equivalents | 160,082 |
| 124,234 |
| 35,848 |
| 28.9 | 122,398 |
| 176,528 |
| (54,130 | ) | (30.7 | ) |
Working capital (1) | 263,434 |
| 188,211 |
| 75,223 |
| 40.0 | 218,450 |
| 238,850 |
| (20,400 | ) | (8.5 | ) |
Total debt (2) | 302,555 |
| 196,501 |
| 106,054 |
| 54.0 | 300,276 |
| 301,415 |
| (1,139 | ) | (0.4 | ) |
Long-term debt (2) | 300,396 |
| 181,240 |
| 119,156 |
| 65.7 | 298,600 |
| 299,375 |
| (775 | ) | (0.3 | ) |
| Total shareholders' equity | 425,621 |
| 422,387 |
| 3,234 |
| 0.8 | 385,180 |
| 423,294 |
| (38,114 | ) | (9.0 | ) |
Credit agreement borrowing availability (3) | 44,588 |
| 44,260 |
| 328 |
| 0.7 | 38,657 |
| 39,949 |
| (1,292 | ) | (3.2 | ) |
| |
(1) | Current assets less current liabilities. |
| |
(2) | Long-term debt and Total debt excludeinclude debt issuance costs recognized as a deduction from the carrying amount of that debt liability and debt discounts classified as debt or equity.debt. |
| |
(3) | Reflects the combined availability of the company's North American and European asset-based revolving credit facilities. The change in borrowing capacityavailability is due to changes in the calculated borrowing base. |
The company's total debt outstanding, inclusive of the debt discount related to the convertible senior subordinated debentures due 2027 included in equity in accordance with FSB APB 14-1 as well as the debt discountcash and fees associated with the company's Convertible Senior Notes due 2021, increased by $106,054,000 to $302,555,000cash equivalents balances were $122,398,000 and $176,528,000 at June 30, 2017 from $196,501,000 as of2018 and December 31, 2016.2017, respectively. The debt increase during first six months of 2017decrease in cash was principally athe result of the company's second quarter 2017 issuance of $120,000,000 principal amount of 4.50% Convertible Senior Notes due 2022 (the "2022 Notes") partially offset by the $13,350,000 repurchase of all of the outstanding principal amount of 4.125% Convertible Senior Subordinated Debentures due 2027 (the "2027 Debentures") as the holders exercised their February 1, 2017 right to require the company to repurchase their 2027 Debentures. See "Long-Term Debt" in the Notes to Condensed Consolidated Financial Statements for more details regarding the company's convertible notes.
The company's cash balances were utilized for normal operations, which includes losses in certain areas and debt repayment during the six-month period ended June 30, 2017.seasonal variations in operations. Debt repayments, acquisitions, divestitures, the timing of vendor payments, the timing of customer rebate payments, the granting of extended payment terms to significant national accounts and other activity can have a significant impact on the company's cash flow and borrowings outstanding such that the debtcash reported at the end of a given period may be materially different than debtcash levels during a given period. While the company maintainshas cash balances in various jurisdictions around the world, there are no material restrictions regarding the use of such cash for dividends within the company, loans or other purposes, except in China where the cash balance, as of June 30, 2017,2018, was $3,155,000.$2,243,000. The company continues the procedural discontinuation of its discontinued operations there, which until completed, restricts access to certain cash balances.
The company's total debt outstanding, inclusive of the debt discount related to debentures included in equity as well as the debt discount and fees associated with the company's Convertible Senior Notes due 2021 and 2022, decreased by $1,139,000 to $300,276,000 at June 30, 2018 from $301,415,000 as of December 31, 2017. See "Long-Term Debt" in the Notes to Condensed Consolidated Financial Statements for more details regarding the company's convertible notes and credit facilities.
Based on the company's current expectations, the company believes that its cash balances and available borrowing capacity under its credit facilities should be sufficient to meet working capital needs, capital requirements, and commitments for at least
the next twelve months. Notwithstanding the company's expectations, if the company's operating results decline as the result of pressures on the business due to, for example, currency fluctuations or regulatory issues or the company's failure to execute its business plans or if the company's transformation takes longer than expected, the company may require additional financing, or may be unable to comply with its obligations under the credit facilities, and its lenders could demand repayment of any amounts outstanding under the company's credit facilities.
The company also has an agreement with De Lage Landen, Inc. (“DLL”), a third-party financing company, to provide lease financing to the company's U.S. customers. Either party could terminate this agreement with 180 days' notice or 90 days' notice by DLL upon the occurrence of certain events. Should this agreement be terminated, the company's borrowing needs under its credit facilities could increase.
While there is general concern about the potential for rising interest rates, the company expects that it will be able to absorb modest rate increases in the months ahead without any material impact on its liquidity or capital resources. As of June 30, 2017, theThe weighted average floating interest rate on revolving credit borrowings, excluding capital leases, was 4.95%4.78% for the for the three and six months ended June 30, 2018 compared to 4.85% as of4.84% for the year ended December 31, 2016.2017.
See "Long-Term Debt" in the Notes to the Consolidated Financial Statements for more details regarding the company's credit facilities.
|
| | |
| MD&A | Liquidity and Capital Resources | |
| | | |
CAPITAL EXPENDITURES
The company estimates that capital investments for 20172018 could approximate between $10,000,000$20,000,000 and $15,000,000,$25,000,000, compared to actual capital expenditures of $10,151,000$14,569,000 in 2016.2017. The estimatedanticipated increase reflectsrelates primarily to the company's anticipatedplanned investments to transform the company. The terms of the company's credit facilities limit the company's annual capital expenditures to $35,000,000. As of June 30, 2017,2018, the company has material capital expenditure commitments outstanding, consisting primarily of computer systems contracts. See Item 7. Contractual Obligations of the company's Annual Report on Form 10-K for the year ended December 31, 2016.2017.
DIVIDEND POLICY
On May 18, 2017,17, 2018, the company's Board of Directors declared a quarterly cash dividend of $0.0125 per Common Share and $0.011364 per Class B Common Share to shareholders of record as of July 3, 2017,6, 2018, which was paid on July 14, 2017.20, 2018. At the current rate, the cash dividend will amount to $0.05 per Common Share and $0.045 per Class B Common Share on an annual basis, subject to Board of Directors approval of future dividend payments. The company is considering discontinuing the regular quarterly dividend on the Class B Common Shares, as less than 7,000 Class B Common Shares remain outstanding, which would allow the company to save on the administrative costs and compliance expenses associated with that dividend. Holders of Class B Common Shares are entitled to convert their shares into Common Shares at any time on a share-for-share basis and would be eligible for any Common Share dividends declared.
CASH FLOWS
The cash used by operating activities infor the first six months of 2017ended June 30, 2018 was driven by a net loss, and increases in inventory and accounts receivable and reductions indecreased accrued expenses and increased inventory partially offset by increased accounts payable. The decrease in cash used by operating activities in the first six months of 20172018 compared to the same period last year was principally due to improvementsdriven by a reduced net loss partially offset by net changes in someother working capital components, which were principally offset by a significantly higher net loss.items.
The increasedecrease in cash flows used by investing activities for the first six months of 20172018 as compared to the same period last year was primarily related to an increase in capital expenditures.
lower purchases of property and equipment.
Cash flows used by financing activities in the first six months of 2018 are primarily attributable to dividends and payments on capital leases. Cash flows provided by financing activities in the first six months of 2017 reflect net proceeds received due to the issuance of the company's Convertible Senior Notes due 2022, including the net proceeds used for the related convertible note hedge transactions, and payment of financing costs.costs and warrants. These proceeds were partially offset by the repayment of $13,350,000 in aggregate principal amount of the 2027 Debentures. Cash flows provided by financing activities in the first six months of 2016 reflect net proceeds receivedcompany's convertible debentures due to the issuance of the company's Convertible Senior Notes due 2021, including the net proceeds used for the related convertible note hedge transactions, repurchase of common shares and payment of financing costs.
2027.
Free cash flow is a non-GAAP financial measure and is reconciled to the corresponding GAAP measure as follows:
|
| | | | | | | | | | | | | | | |
| ($ in thousands USD) | Three Months Ended | | Six Months Ended |
| | 2017 | | 2016 | | 2017 | | 2016 |
| Net cash used by operating activities | (20,138 | ) | | (15,126 | ) | | (50,468 | ) | | (53,831 | ) |
| Plus: Sales or property and equipment | 180 |
| | 16 |
| | 190 |
| | 20 |
|
| Less: Purchases of property and equipment | (2,470 | ) | | (2,339 | ) | | (5,504 | ) | | (3,803 | ) |
| Free Cash Flow | $ | (22,428 | ) | | $ | (17,449 | ) | | $ | (55,782 | ) | | $ | (57,614 | ) |
| | | | | | |
|
| | | | | | | | | | | |
| ($ in thousands USD) | 2Q18 | | 2Q17 | | YTD 2Q18 | | YTD 2Q17 |
| Net cash used by operating activities | (22,447 | ) | | (20,138 | ) | | (47,098 | ) | | (50,468 | ) |
| Plus: Sales or property and equipment | 27 |
| | 180 |
| | 37 |
| | 190 |
|
| Less: Purchases of property and equipment | (2,162 | ) | | (2,470 | ) | | (4,227 | ) | | (5,504 | ) |
| Free Cash Flow | (24,582 | ) | | (22,428 | ) | | (51,288 | ) | | (55,782 | ) |
| | | | | | |
Free cash flow for the first six months 20172018 and 20162017 was negatively impacted by the same items that affected cash flows used by operating activities. Free cash flow is a non-GAAP financial measure that is comprised of net cash used by operating activities lessplus purchases of property and equipment plusless proceeds from sales of property and equipment. Management believes that this financial measure provides meaningful information for evaluating the overall financial performance of the company and its ability to repay debt or make future investments (including acquisitions, etc.).
With the anticipation of commercial effectiveness and resulting sales growth, the company expects increased working capital which, if realized, would support investments for growth, especially growth of NA/HME mobility and seating products. This would include investments in demonstration units and SG&A expense, and support the extended quote to cash process for power wheelchairs. Generally, the first half of the year is cash consumptive and impacted by significant disbursements related to annual customer rebate payments which normally occur in the first quarter of the year and, to lesser extent, into the second quarter of the year. In addition, the second quarter of the year represents the period annual employee bonuses are paid, if earned. Investment in inventory is historically heavy in the first half of the year with planning around the company's supply chain to fulfill shipments in the second half of the year and can be impacted by footprint rationalization projects. The company also expects to increase its capital expenditures in 2018 as compared to the investment level in 2017. As a result, historically, the company realizes stronger cash flow in the second half of the year versus the first half of the year. On that basis and considering anticipated increased capital spending, the company anticipates its cash flow usage and seasonality for 2018 will be similar to 2017.
The company's approximate cash conversion days at June 30, 2017,2018, December 31, 20162017 and June 30, 20162017 are as follows:
The increase in the most current days in receivables compared to prior periods was driven by higher receivables in the quarter ended June 30, 2018 compared to the prior periods shown and impacted by the sales growth in mobility and seating products, which can have extended collection terms than other products. The days in inventory increased from the seasonal low at December 31, 2017. The days in inventory for the quarter ended June 30, 2018 were favorable to the quarter ended June 30, 2017 due to better inventory velocity over the prior year.
Days in receivables are equal to current quarter net current receivables divided by trailing four quarters of net sales multiplied
by 365 days. Days in inventory and accounts payable are equal to current quarter net inventory and accounts payable, respectively, divided by trailing four quarters of cost of sales multiplied by 365 days. Total cash conversion days are equal to days in receivables plus days in inventory less days in accounts payable. The days in inventory increase from December 31, 2016 was due to lower than expected net sales and inventory build related to plant closures.
The company provides a summary of days of cash conversion for the components of working capital so investors may see the rate at which cash is disbursed, collected and how quickly inventory is converted and sold.
|
| | |
| MD&A | Accounting Estimates and Pronouncements | |
| | | |
ACCOUNTING ESTIMATES AND PRONOUNCEMENTS
CRITICAL ACCOUNTING ESTIMATES
The Consolidated Financial Statements included in the report include accounts of the company and all majority-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related footnotes. In preparing the financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, thus, actual results could differ from these estimates. Please refer to the Critical Accounting Estimates section within MD&A of company's Annual Report on Form 10-K for the period ending December 31, 2016.2017 as well as the revenue recognition and warranty disclosure below.
The company recognizes revenues when control of the product or service is transferred to unaffiliated customers. Revenues from Contracts with Customers, ASC 606, provides guidance on the application of generally accepted accounting principles to revenue recognition issues. The company has concluded that its revenue recognition policy is appropriate and in accordance with GAAP under ASC 606.
All of the company’s product-related contracts, and a portion related to services, have a single performance obligation, which is the promise to transfer an individual good or service, with revenue recognized at a point in time. Certain service-related contracts contain multiple performance obligations that require the company to allocate the transaction price to each performance obligation. For such contracts, the company allocates revenue to each performance obligation based on its relative standalone selling price at inception of the contract. The company determined the standalone selling price based on the expected cost-plus margin methodology. Revenue related to the service contracts with multiple performance obligations is recognized over time. To the extent performance obligations are satisfied over time, the company defers revenue recognition until the performance obligations are satisfied.
The determination of when and how much revenue to recognize can require the use of significant judgment. Revenue is recognized when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the company’s products and services to the customer.
Revenue is measured as the amount of consideration expected to be received in exchange for transferring the product or providing services. The amount of consideration received and recognized as revenue by the company can vary as a result of variable consideration terms included in the contracts such as customer rebates, cash discounts and return policies. Customer rebates and cash discounts are estimated based on the most likely amount principle and these estimates are based on historical experience and anticipated performance. Customers have the right to return product within the company’s normal terms policy, and as such, the company estimates the expected returns based on an analysis of historical experience. The company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration the company expects to receive changes or when the consideration becomes fixed. The company generally does not expect that there will be significant changes to its estimates of variable consideration (see Receivables in the Notes to the Consolidated Financial Statements include elsewhere in this report).
Depending on the terms of the contract, the company may defer recognizing a portion of the revenue at the end of a given period as the result of title transfer terms that are based upon delivery and or acceptance which align with transfer of control of the company’s products to its customers.
Sales are made only to customers with whom the company believes collection is reasonably assured based upon a credit analysis, which may include obtaining a credit application, a signed security agreement, personal guarantee and/or a cross corporate guarantee depending on the credit history of the customer. Credit lines are established for new customers after an evaluation of their credit report and/or other relevant financial information. Existing credit lines are regularly reviewed and adjusted with consideration given to any outstanding past due amounts.
The company records distributed product sales gross as a principal since the company takes title to the products and has the risks of loss for collections, delivery and returns. The company’s payment terms are for relatively short periods and thus do not contain any element of financing. Additionally, no contract costs are incurred that would require capitalization and amortization.
|
| | |
| MD&A | Accounting Estimates and Pronouncements | |
| | |
Sales, value-added, and other taxes the company collects concurrent with revenue producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. Shipping and handling costs are included in cost of products sold.
The majority of the company’s warranties are considered assurance-type warranties and continue to be recognized as expense when the products are sold (see Current Liabilities in the Notes to the Consolidated Financial Statements include elsewhere in this report). These warranties cover against defects in material and workmanship for various periods depending on the product from the date of sale to the customer. Certain components carry a lifetime warranty. In addition, the company has sold extended warranties that, while immaterial, require the company to defer the revenue associated with those warranties until earned. A provision for estimated warranty cost is recorded at the time of sale based upon actual experience. The company continuously assesses the adequacy of its product warranty accruals and makes adjustments as needed. Historical analysis is primarily used to determine the company’s warranty reserves. Claims history is reviewed and provisions are adjusted as needed. However, the company does consider other events, such as a product recall, which could require additional warranty reserve provisions. See Accrued Expenses in the Notes to the Consolidated Financial Statements for a reconciliation of the changes in the warranty accrual. In addition, the company has sold extended warranties that, while immaterial, require the company to defer the revenue associated with those warranties until earned. The company has established procedures to appropriately defer such revenue.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For the company’s disclosure regarding recently issued accounting pronouncements, see Accounting Policies - Recent Accounting Pronouncements in the Notes to the Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.
|
| | |
| MD&A | Forward-Looking Statements | |
| | | |
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Terms such as “will,” “should,” “could,” “plan,” “intend,” “expect,” “continue,” “believe” and “anticipate,” as well as similar comments, denote forward-looking statements that are subject to inherent uncertainties that are difficult to predict. Actual results and events may differ significantly from those expressed or anticipated as a result of risks and uncertainties, which include, but are not limited to, the following: adverse effects of the company’s consent decree of injunction with the U.S. Food and Drug Administration (FDA), including but not limited to, compliance costs, inability to bid on or win certain contracts, inability to rebuild negatively impacted customer relationships, unabsorbed capacity utilization, including fixed costs and overhead; any circumstances or developments that might adversely impact the third-party expert auditor’s required audits of the company’s quality systems at the facilities impacted by the consent decree, including any possible failure to comply with the consent decree or FDA regulations; adverse effects of regulatory proceedings or the company's failure to comply with regulatory requirements or failure to receive regulatory clearance or approval for the company's products or operations in the United States or abroad; adverse effects of regulatory or governmental inspections of company facilities at any time and governmental warning letters or enforcement actions; circumstances or developments that may make the company unable to implement or realize the anticipated benefits, or that may increase the costs, of its current business initiatives; possible adverse effects on the company's liquidity that may result from delays in the implementation or realization of benefits of its current business initiatives;initiatives, or from any requirement to settle conversions of its outstanding convertible notes in cash; product liability or warranty claims; product recalls, including more extensive warranty or recall experience than expected; possible adverse effects of being leveraged, including interest rate or event of default risks; exchange rate fluctuations, particularly in light of the relative importance of the company's foreign operations to its overall financial performance and including the existing and potential impacts from the Brexit referendum; adverse impacts of new tariffs or increases in commodity prices or freight costs; potential impacts of the United States administration’s policies, and any legislation or regulations that may result from those policies, and of new United States tax laws, rules, regulations or policies, such as possible border-adjusted taxes on imported goods;policies; legal actions, including adverse judgments or settlements of litigation or claims in excess of available insurance limits; adverse changes in government and other third-party payor reimbursement levels and practices both in the U.S. and in other countries (such as, for example, more extensive pre-payment reviews and post-payment audits by payors, or the continuing impact of the U.S. Medicare National Competitive U.S. Bidding program); ineffective cost reduction and restructuring efforts or inability to realize anticipated cost savings or achieve desired efficiencies from such efforts; delays, disruptions or excessive costs incurred in facility closures or consolidations; tax rate
fluctuations; additional tax expense or additional tax exposures, which could affect the company's future profitability and cash flow;
inability to design, manufacture, distribute and achieve market acceptance of new products with greater functionality or new product platforms that deliver the anticipated benefits; consolidation of health care providers; lower cost imports; uncollectible accounts receivable; difficulties in implementing/upgrading Enterprise Resource Planning systems; riskrisks of cybersecurity attack, data breach or data loss and/or delays in or inability to recover or restore data and IT systems; risks inherent in managing and operating businesses in many different foreign jurisdictions; decreased availability or increased costs of materials which could increase the company's costs of producing or acquiring the company's products, including possible increases in commodity costs or freight costs; heightened vulnerability to a hostile takeover attempt or other shareholder activism; provisions of Ohio law or in the company's debt agreements, charter documents or other agreements that may prevent or delay a change in control, as well as the risks described from time to time in the company's reports as filed with the Securities and Exchange Commission. Except to the extent required by law, the company does not undertake and specifically declines any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Comprehensive Income (Loss) (unaudited)
| | | (In thousands, except per share data) | Three Months Ended June 30, | | Six Months Ended June 30, | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2017 | | 2016 | | 2017 | | 2016 | 2018 | | 2017 | | 2018 | | 2017 |
| Net sales | $ | 233,517 |
| | $ | 275,037 |
| | $ | 465,240 |
| | $ | 532,589 |
| $ | 246,152 |
| | $ | 233,517 |
| | $ | 483,212 |
| | $ | 465,240 |
|
| Cost of products sold | 168,495 |
| | 201,442 |
| | 335,073 |
| | 391,134 |
| 178,806 |
| | 168,495 |
| | 349,349 |
| | 335,073 |
|
| Gross Profit | 65,022 |
| | 73,595 |
| | 130,167 |
| | 141,455 |
| 67,346 |
| | 65,022 |
| | 133,863 |
| | 130,167 |
|
| Selling, general and administrative expenses | 75,721 |
| | 78,722 |
| | 148,234 |
| | 151,556 |
| 73,763 |
| | 75,721 |
| | 145,027 |
| | 148,234 |
|
| Charges related to restructuring activities | 4,987 |
| | 689 |
| | 8,270 |
| | 791 |
| 344 |
| | 4,987 |
| | 745 |
| | 8,270 |
|
| Operating Loss | (15,686 | ) | | (5,816 | ) | | (26,337 | ) | | (10,892 | ) | (6,761 | ) | | (15,686 | ) | | (11,909 | ) | | (26,337 | ) |
| Net loss (gain) on convertible debt derivatives | 1,051 |
| | (486 | ) | | 150 |
| | (1,090 | ) | |
| Net (gain) loss on convertible debt derivatives | | (21 | ) | | 1,051 |
| | (124 | ) | | 150 |
|
| Interest expense | 4,645 |
| | 4,374 |
| | 9,163 |
| | 6,747 |
| 6,964 |
| | 4,645 |
| | 13,926 |
| | 9,163 |
|
| Interest income | (49 | ) | | (74 | ) | | (137 | ) | | (128 | ) | (136 | ) | | (49 | ) | | (385 | ) | | (137 | ) |
| Loss Before Income Taxes | (21,333 | ) | | (9,630 | ) | | (35,513 | ) | | (16,421 | ) | (13,568 | ) | | (21,333 | ) | | (25,326 | ) | | (35,513 | ) |
| Income tax provision | 2,175 |
| | 1,950 |
| | 4,775 |
| | 3,775 |
| 2,975 |
| | 2,175 |
| | 5,325 |
| | 4,775 |
|
| Net Loss | $ | (23,508 | ) | | $ | (11,580 | ) | | $ | (40,288 | ) | | $ | (20,196 | ) | $ | (16,543 | ) | | $ | (23,508 | ) | | $ | (30,651 | ) | | $ | (40,288 | ) |
| | | | | | | | | |
| Dividends Declared per Common Share | $ | 0.0125 |
| | $ | 0.0125 |
| | $ | 0.0250 |
| | $ | 0.0250 |
| $ | 0.0125 |
| | $ | 0.0125 |
| | $ | 0.0250 |
| | $ | 0.0250 |
|
| | | | | | | | | |
| Net Loss per Share—Basic | $ | (0.72 | ) | | $ | (0.36 | ) | | $ | (1.23 | ) | | $ | (0.63 | ) | $ | (0.50 | ) | | $ | (0.72 | ) | | $ | (0.93 | ) | | $ | (1.23 | ) |
| Weighted Average Shares Outstanding—Basic | 32,833 |
| | 32,176 |
| | 32,654 |
| | 32,274 |
| 33,169 |
| | 32,833 |
| | 33,040 |
| | 32,654 |
|
| Net Loss per Share—Assuming Dilution | $ | (0.72 | ) | | $ | (0.36 | ) | | $ | (1.23 | ) | | $ | (0.63 | ) | $ | (0.50 | ) | | $ | (0.72 | ) | | $ | (0.93 | ) | | $ | (1.23 | ) |
| Weighted Average Shares Outstanding—Assuming Dilution | 33,193 |
| | 32,530 |
| | 32,947 |
| | 32,572 |
| 33,996 |
| | 33,193 |
| | 33,867 |
| | 32,947 |
|
| | | | | | | | | |
| Net Loss | $ | (23,508 | ) | | $ | (11,580 | ) | | $ | (40,288 | ) | | $ | (20,196 | ) | $ | (16,543 | ) | | $ | (23,508 | ) | | $ | (30,651 | ) | | $ | (40,288 | ) |
| Other comprehensive income (loss): | | | | | | | | | | | | | | |
| Foreign currency translation adjustments | 26,311 |
| | 10,307 |
| | 27,260 |
| | 21,076 |
| (23,438 | ) | | 26,311 |
| | (11,622 | ) | | 27,260 |
|
| Defined Benefit Plans: | | | | | | | | | | | | | | |
| Amortization of prior service costs and unrecognized gains | (426 | ) | | (6 | ) | | (721 | ) | | (196 | ) | |
| Amortization of prior service costs and unrecognized gains (loss) | | 290 |
| | (426 | ) | | 243 |
| | (721 | ) |
| Deferred tax adjustment resulting from defined benefit plan activity | 15 |
| | (11 | ) | | 12 |
| | (27 | ) | 33 |
| | 15 |
| | (49 | ) | | 12 |
|
| Valuation reserve associated with defined benefit plan activity | (15 | ) | | 11 |
| | (12 | ) | | 27 |
| |
| Current period unrealized loss on cash flow hedges | (1,907 | ) | | (2,559 | ) | | (1,276 | ) | | (1,394 | ) | |
| Deferred tax loss related to unrealized loss on cash flow hedges | 271 |
| | 292 |
| | 105 |
| | 89 |
| |
| Other Comprehensive Income | 24,249 |
| | 8,034 |
| | 25,368 |
| | 19,575 |
| |
| Valuation reserve (reversal) associated with defined benefit plan activity | | (33 | ) | | (15 | ) | | 49 |
| | (12 | ) |
| Current period unrealized gain (loss) on cash flow hedges | | 1,966 |
| | (1,907 | ) | | 1,719 |
| | (1,276 | ) |
| Deferred tax benefit (loss) related to unrealized gain (loss) on cash flow hedges | | (261 | ) | | 271 |
| | (151 | ) | | 105 |
|
| Other Comprehensive Income (Loss) | | (21,443 | ) | | 24,249 |
| | (9,811 | ) | | 25,368 |
|
| Comprehensive Income (Loss) | $ | 741 |
| | $ | (3,546 | ) | | $ | (14,920 | ) | | $ | (621 | ) | $ | (37,986 | ) | | $ | 741 |
| | $ | (40,462 | ) | | $ | (14,920 | ) |
| (Elements as a % of Net Sales) | | | | | | | | |
| Net Sales | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Cost of products sold | | 72.6 |
| | 72.2 |
| | 72.3 |
| | 72.0 |
|
| Gross Profit | | 27.4 |
| | 27.8 |
| | 27.7 |
| | 28.0 |
|
| Selling, general and administrative expenses | | 30.0 |
| | 32.4 |
| | 30.0 |
| | 31.9 |
|
| Charges related to restructuring activities | | 0.1 |
| | 2.1 |
| | 0.2 |
| | 1.8 |
|
| Operating Loss | | (2.7 | ) | | (6.7 | ) | | (2.5 | ) | | (5.7 | ) |
| Net gain (loss) on convertible debt derivatives | | — |
| | 0.5 |
| | — |
| | — |
|
| Interest expense | | 2.8 |
| | 2.0 |
| | 2.9 |
| | 2.0 |
|
| Interest income | | (0.1 | ) | | — |
| | (0.1 | ) | | — |
|
| Loss Before Income Taxes | | (5.5 | ) | | (9.1 | ) | | (5.2 | ) | | (7.6 | ) |
| Income tax provision | | 1.2 |
| | 0.9 |
| | 1.1 |
| | 1.0 |
|
| Net Loss | | (6.7 | )% | | (10.1 | )% | | (6.3 | )% | | (8.7 | )% |
See notes to condensed consolidated financial statements.
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (unaudited)
| | | | June 30,
2017 | | December 31,
2016 | June 30,
2018 | | December 31,
2017 |
| | (In thousands) | (In thousands) |
| Assets | | | | | | |
| Current Assets | | | | | | |
| Cash and cash equivalents | $ | 160,082 |
| | $ | 124,234 |
| $ | 122,398 |
| | $ | 176,528 |
|
| Trade receivables, net | 124,632 |
| | 116,307 |
| 124,099 |
| | 125,615 |
|
| Installment receivables, net | 1,573 |
| | 1,368 |
| 1,266 |
| | 1,334 |
|
| Inventories, net | 153,418 |
| | 135,644 |
| 136,606 |
| | 121,933 |
|
| Other current assets | 31,310 |
| | 31,519 |
| 32,841 |
| | 31,504 |
|
| Total Current Assets | 471,015 |
| | 409,072 |
| 417,210 |
| | 456,914 |
|
| Other Assets | 60,279 |
| | 29,687 |
| 113,139 |
| | 97,576 |
|
| Intangibles | 29,771 |
| | 29,023 |
| 28,820 |
| | 30,244 |
|
| Property and Equipment, net | 76,607 |
| | 75,359 |
| 76,690 |
| | 80,016 |
|
| Goodwill | 380,560 |
| | 360,602 |
| 394,051 |
| | 401,283 |
|
| Total Assets | $ | 1,018,232 |
| | $ | 903,743 |
| $ | 1,029,910 |
| | $ | 1,066,033 |
|
| Liabilities and Shareholders’ Equity | | | | | | |
| Current Liabilities | | | | | | |
| Accounts payable | $ | 88,227 |
| | $ | 88,236 |
| $ | 92,678 |
| | $ | 90,566 |
|
| Accrued expenses | 110,509 |
| | 110,095 |
| 101,492 |
| | 118,697 |
|
| Current taxes payable | 6,686 |
| | 7,269 |
| 2,914 |
| | 6,761 |
|
| Short-term debt and current maturities of long-term obligations | 2,159 |
| | 15,261 |
| 1,676 |
| | 2,040 |
|
| Total Current Liabilities | 207,581 |
| | 220,861 |
| 198,760 |
| | 218,064 |
|
| Long-Term Debt | 235,742 |
| | 146,088 |
| 247,326 |
| | 241,405 |
|
| Other Long-Term Obligations | 149,288 |
| | 114,407 |
| 198,644 |
| | 183,270 |
|
| Shareholders’ Equity | | | | | | |
| Preferred Shares (Authorized 300 shares; none outstanding) | — |
| | — |
| — |
| | — |
|
| Common Shares (Authorized 100,000 shares; 36,546 and 35,318 issued and outstanding in 2017 and 2016, respectively)—no par | 9,270 |
| | 8,974 |
| |
| Class B Common Shares (Authorized 12,000 shares; 18 and 729 shares issued and outstanding in 2017 and 2016, respectively)—no par | 5 |
| | 183 |
| |
| Common Shares (Authorized 100,000 shares; 37,066 and 36,532 issued and outstanding at June 30, 2018 and December 31, 2017, respectively)—no par | | 9,417 |
| | 9,304 |
|
| Class B Common Shares (Authorized 12,000 shares; 6 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively)—no par | | 2 |
| | 2 |
|
| Additional paid-in-capital | 286,201 |
| | 266,151 |
| 295,572 |
| | 290,125 |
|
| Retained earnings | 225,063 |
| | 266,144 |
| 156,540 |
| | 187,999 |
|
| Accumulated other comprehensive income (loss) | 6,033 |
| | (19,335 | ) | |
| Treasury shares (3,698 and 3,616 shares in 2017 and 2016, respectively) | (100,951 | ) | | (99,730 | ) | |
| Accumulated other comprehensive income | | 27,059 |
| | 36,870 |
|
| Treasury shares (3,837 and 3,701 shares at June 30, 2018 and December 31, 2017, respectively) | | (103,410 | ) | | (101,006 | ) |
| Total Shareholders’ Equity | 425,621 |
| | 422,387 |
| 385,180 |
| | 423,294 |
|
| Total Liabilities and Shareholders’ Equity | $ | 1,018,232 |
| | $ | 903,743 |
| $ | 1,029,910 |
| | $ | 1,066,033 |
|
See notes to condensed consolidated financial statements.
INVACARE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows (unaudited)
| | | | For the Six Months Ended June 30, | For the Six Months Ended June 30, |
| | 2017 | | 2016 | 2018 | | 2017 |
| Operating Activities | (In thousands) | (In thousands) |
| Net loss | $ | (40,288 | ) | | $ | (20,196 | ) | $ | (30,651 | ) | | $ | (40,288 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | | |
| Adjustments to reconcile net loss to net cash used by operating activities: | | | | |
| Depreciation and amortization | 7,312 |
| | 7,269 |
| 7,700 |
| | 7,312 |
|
| Provision for losses on trade and installment receivables | 500 |
| | 167 |
| 716 |
| | 500 |
|
| Benefit for deferred income taxes | (759 | ) | | (165 | ) | (128 | ) | | (759 | ) |
| Provision for other deferred liabilities | 400 |
| | 232 |
| |
| Provision for stock-based compensation | 4,646 |
| | 4,025 |
| |
| Provision (benefit) for other deferred liabilities | | (7 | ) | | 400 |
|
| Provision for equity compensation | | 2,943 |
| | 4,646 |
|
| Loss (gain) on disposals of property and equipment | (91 | ) | | 48 |
| 21 |
| | (91 | ) |
| Amortization of convertible debt discount | 3,451 |
| | 2,221 |
| 5,650 |
| | 3,451 |
|
| Amortization of debt fees | 985 |
| | 909 |
| 1,246 |
| | 985 |
|
| Loss (gain) on convertible debt derivatives | 150 |
| | (1,090 | ) | |
| (Gain) Loss on convertible debt derivatives | | (124 | ) | | 150 |
|
| Changes in operating assets and liabilities: | | | | | | |
| Trade receivables | (5,396 | ) | | (11,473 | ) | (1,659 | ) | | (5,396 | ) |
| Installment sales contracts, net | (186 | ) | | (1,011 | ) | 294 |
| | (186 | ) |
| Inventories | (13,095 | ) | | (11,788 | ) | (17,079 | ) | | (13,095 | ) |
| Other current assets | 1,262 |
| | (1,244 | ) | (1,076 | ) | | 1,262 |
|
| Accounts payable | (2,376 | ) | | (3,426 | ) | 3,231 |
| | (2,376 | ) |
| Accrued expenses | (5,851 | ) | | (14,132 | ) | (18,289 | ) | | (5,851 | ) |
| Other long-term liabilities | (1,132 | ) | | (4,177 | ) | 114 |
| | (1,132 | ) |
| Net Cash Used by Operating Activities | (50,468 | ) | | (53,831 | ) | (47,098 | ) | | (50,468 | ) |
| Investing Activities | | | | | | |
| Purchases of property and equipment | (5,504 | ) | | (3,803 | ) | (4,227 | ) | | (5,504 | ) |
| Proceeds from sale of property and equipment | 190 |
| | 20 |
| 37 |
| | 190 |
|
| Change in other long-term assets | (218 | ) | | (115 | ) | (298 | ) | | (218 | ) |
| Other | (87 | ) | | 11 |
| 11 |
| | (87 | ) |
| Net Cash Used by Investing Activities | (5,619 | ) | | (3,887 | ) | (4,477 | ) | | (5,619 | ) |
| Financing Activities | | | | | | |
| Proceeds from revolving lines of credit and long-term borrowings | 95,220 |
| | 121,976 |
| — |
| | 95,220 |
|
| Payments on revolving lines of credit and long-term borrowings | (14,881 | ) | | (1,655 | ) | (602 | ) | | (14,881 | ) |
| Proceeds from exercise of stock options | 1,429 |
| | 17 |
| 2,618 |
| | 1,429 |
|
| Payment of financing costs | (4,144 | ) | | (5,531 | ) | — |
| | (4,144 | ) |
| Payment of dividends | (793 | ) | | (790 | ) | (808 | ) | | (793 | ) |
| Issuance of warrants | 14,100 |
| | 12,376 |
| — |
| | 14,100 |
|
| Purchase of treasury stock | (1,221 | ) | | (5,298 | ) | (2,404 | ) | | (1,221 | ) |
| Net Cash Provided by Financing Activities | 89,710 |
| | 121,095 |
| |
| Net Cash (Used) Provided by Financing Activities | | (1,196 | ) | | 89,710 |
|
| Effect of exchange rate changes on cash | 2,225 |
| | 1,873 |
| (1,359 | ) | | 2,225 |
|
| Increase in cash and cash equivalents | 35,848 |
| | 65,250 |
| |
| Increase (decrease) in cash and cash equivalents | | (54,130 | ) | | 35,848 |
|
| Cash and cash equivalents at beginning of year | 124,234 |
| | 60,055 |
| 176,528 |
| | 124,234 |
|
| Cash and cash equivalents at end of period | $ | 160,082 |
| | $ | 125,305 |
| $ | 122,398 |
| | $ | 160,082 |
|
See notes to condensed consolidated financial statements.
|
| | |
| Notes to Financial Statements | Accounting Policies | |
| | | |
Accounting Policies
Principles of Consolidation:
The consolidated financial statements include the accounts of the company and its wholly owned subsidiaries and include all adjustments, which were of a normal recurring nature, necessary to present fairly the financial position of the company as of June 30, 20172018 and the results of its operations and changes in its cash flow for the six months ended June 30, 20172018 and 2016,2017, respectively. Certain foreign subsidiaries, represented by the European segment, are consolidated using a May 31 quarter end to meet filing deadlines. No material subsequent events have occurred related to the European segment, which would require disclosure or adjustment to the company's financial statements. All significant intercompany transactions are eliminated. The results of operations for the three and six months ended June 30, 20172018 are not necessarily indicative of the results to be expected for the full year.
Use of Estimates:
The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates.
Recent Accounting Pronouncements (Already Adopted):Accounts Receivable:
In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation: Topic 718: Improvements to Employee Share-Based Payment Accounting." ASU 2016-09 is intended to simplify several aspectsThe company records accounts receivable when control of the accountingproduct or service transfers to its unaffiliated customers, risk of loss is passed and title is transferred. The estimated allowance for share-based payment transactions, includinguncollectible amounts is based primarily on management's evaluation of the income tax consequences, classificationfinancial condition of awardsspecific customers. The company records accounts receivable reserves for amounts that may become uncollectible in the future. The company writes off accounts receivable when it becomes apparent, based upon customer circumstances, that such amounts will not be collected and when legal remedies are exhausted.
Reserves for customer bonus and cash discounts are recorded as either equity or liabilities,a reduction in revenue and classificationnetted against gross accounts receivable. Customer rebates in excess of a given customer's accounts receivable balance are classified in Accrued Expenses. Customer rebates and cash discounts are estimated based on the statementmost likely amount principle as well as historical experience and anticipated performance. In addition, customers have the right to return product within the company’s normal terms policy, and as such the company estimates the expected returns based on an analysis of cash flows. The company adopted ASU 2016-09, effective January 1, 2017, which did not have a material impact on the company's financial statements.historical experience and adjusts revenue accordingly.
In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” to simplify the subsequent measurement of inventory. With effectiveness of this update, entities are required to subsequently measure inventory at the lower of cost or net realizable value rather than at the lower of cost or market. The company adopted ASU 2015-11, effective January 1, 2017, which did not have a material impact on the company's financial statements.
Recent Accounting Pronouncements (Not Yet(Already Adopted):
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers.Customers," which replaces numerous requirements in U.S. GAAP and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. ASU 2014-09 requires a company to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The guidance requires five steps to be applied: 1) identify the contract(s) with customers, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligation in the contract and 5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires both quantitative and qualitative disclosures, which are more comprehensive than existingprevious revenue standards. The disclosures are intended to enable financial statement users to understand the nature, timing and uncertainty of revenue and the related cash flow. An entity can apply
Effective January 1, 2018, the company adopted the new revenueaccounting standard, retrospectively to each prior reporting period presented orand all the related amendments, on a modified retrospective basis, with theno cumulative effect of initially applyingadjustment to equity needed. Upon adoption, the standard recognized at the date of initial application in retained earnings. The new accounting guidance is effective for annual periods beginning after December 15, 2017, due to an approved one-year deferral, and early adoption is permitted. During 2016, the company completed a preliminary assessment of its contracts and is currently continuing its review of contracts and related accounting. Based on this review, the company doesdid not expect this standard will have a material impact on the company's results of operations or cash flows innor does the periods after adoption.company expect it to have a material impact on future periods. Pursuant to ASU 2014-09, revenues are recognized as control transfers to the customers, which is consistent with the currentprior revenue recognition model and the currentprior accounting for mostthe vast majority of the company's contracts. TheWhile the company expectsdoes have a minor amount of service business for which revenue is recognized over time as compared to adopta point in time, the provisionscompany’s process to estimate the amount of ASU 2014-09 onrevenue to be recognized did not change as a modified retrospective basis through a cumulative effect adjustment to equity. The company will continue to evaluate the impact of ASU 2014-09, as well as any subsequent updates and clarifications, the possible impactresult of the standard on anyimplementation of the new contracts entered into by the company through the datestandard.
|
| | |
| Notes to Financial Statements | Accounting Policies | |
| | |
Recent Accounting Pronouncements (Not Yet Adopted):
In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 requires lessees to put most leases on their balance sheet while recognizing expense in a manner similar to existing accounting. The new accounting guidance is effective for fiscal periods beginning after December 15, 2018 and early adoption is permitted. The company is currently reviewingcontinues to assess the impact of the adoption of ASU 2016-02 on the company's financial statements. While the company has not finalized its assessment of the impact of ASU 2016-02, the company does expect the standard to have a significant impact on the company's consolidated balance sheets as the company will be required to record assets and liabilities related to its operating leases. The standard is not expected to have a material impact on the Company's results of operations or cash flows.
|
| | |
Notes to Financial Statements | Accounting Policies | |
| | |
In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Statements." ASU 2016-13 requires a new credit loss standard for most financial assets and certain other instruments. For example, entities will be required to use an "expected loss" model that will generally require earlier recognition of allowances for losses for trade receivables. The standard also requires additional disclosures, including disclosures regarding how an entity tracks credit quality. The amendments in the pronouncement are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Entities may early adopt the amendments as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The company is currently reviewing the impact of the adoption of ASU 2016-092016-13 on the company's financial statements.
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The guidance in ASU 2017-04 eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The company is currently reviewing the impact of the adoption of ASU 2017-04 but does not expect the adoption to impact the company's financial statements.
Reclassifications:
In 2016, the company redefined the measure by which it evaluates segment profit or loss to be segment operating profit (loss). The previous performance measure was earnings before income taxes. All prior periods presented were changed to reflect the new measure. 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. The results for 2016 have been changed accordingly and for the three and six months ended June 30, 2016, the change increased revenues from external customers by $1,137,000 and $2,438,000, respectively, and operating loss by $43,000 and $150,000, respectively, for NA/HME with an offsetting impact for Europe.
The company has historically classified the amortization of debt issuance costs as a component of Selling, General and Administrative (SG&A) Expenses. During the second quarter of 2016, the company determined that it is more appropriate to classify this amortization as a component of Interest Expense. Therefore, interest expense for the three and six months ended June 30, 2016 was increased by $530,000 and $909,000, respectively, with a corresponding decrease to SG&A expenses. There was no change to Loss Before Income Taxes for any period presented.
|
| | |
| Notes to Financial Statements | Divested Businesses | |
| | | |
Divested Businesses
Operations Held for Sale
On September 30, 2016,Prior to 2018, the company completedhad recorded expenses related to the sale of its subsidiary, Garden City Medical Inc, a Delaware corporation and wholly-owned subsidiary (“GCM”), dba PMI and Pinnacle Medsource, to Compass Health Brands Corp., a Delaware corporation (the “Purchaser”), pursuant to a Share Purchase Agreement. GCM sourced and distributed primarily lifestyle products under the brand ProBasics™ by PMI. GCM was part of the NA/HME segment of the company. The price paid to the company for GCM was $13,829,000 in cash, and net proceeds from the transaction were $12,729,000, net of expenses. The company recorded a pre-tax gain of $7,386,000 in the third quarter of 2016, which represented the excess of the net sales price over the book value of the assets and liabilities of GCM. The sale of GCM was dilutive to the company's results. The company utilized the net proceeds to fund operations. The company determined that the sale of GCM did not meet the criteria for classification as a discontinued operation in accordance with ASU 2014-08 but the "held for sale" criteria of ASC 360-10-45-9 were met and thus GCM was treated asall operations held for sale.
sale totaling $2,892,000, of which $2,366,000 has been paid out as of June 30, 2018.
With the sale of GCM, the company entered into an agreement with the Purchaser for the Purchaser to buy, at cost, all ProBasics™ inventory capitalized on the balance sheets of certain Invacare subsidiaries which was not sold as part of the GCM sale on September 30, 2016. The value of the inventory sold was approximately $2,400,000 which was transferred to the Purchaser in the fourth quarter of 2016. Under the agreement, depending on certain conditions, the Purchaser may have until September 30, 2017 to pay for the inventory.
Prior to 2017, the company had recorded expenses related to the sale of all operations held for sale, including GCM, totaling $2,892,000, of which $1,643,000 has been paid out as of June 30, 2017.
Discontinued Operations
From 2012 through 2014, the company sold three businesses which were classified as discontinued operations. Prior to 2017,2018, the company had recorded cumulative expenses related to the sale of discontinued operations totaling $8,801,000, of which $8,405,000 have been paid as of June 30, 2017.2018.
|
| | |
| Notes to Financial Statements | Current Assets | |
| | | |
Current Assets
Receivables
Receivables consist of the following (in thousands):
|
| | | | | | | |
| | June 30, 2018 |
| | December 31, 2017 |
| Accounts receivable, gross | $ | 143,696 |
| | $ | 154,966 |
|
| Customer rebate reserve | (10,527 | ) | | (18,747 | ) |
| Allowance for doubtful accounts | (4,841 | ) | | (5,113 | ) |
| Cash discount reserves | (3,173 | ) | | (4,252 | ) |
| Other, principally returns and allowances reserves | (1,056 | ) | | (1,239 | ) |
| Accounts receivable, net | $ | 124,099 |
| | $ | 125,615 |
|
Reserves for customer bonus and cash discounts are recorded as a reduction in revenue and netted against gross accounts receivable. Customer rebates in excess of a given customer's accounts receivable balance are classified in Accrued Expenses. Customer rebates and cash discounts are estimated based on the most likely amount principle as well as historical experience and anticipated performance. In addition, customers have the right to return product within the company’s normal terms policy, and as such the company estimates the expected returns based on an analysis of historical experience and adjusts revenue accordingly. The decrease in customer rebates reserve from December 31, 2017 to June 30, 2018 was the result of rebate payments, the majority of which are paid in the first quarter of each year.
Accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. Substantially all the company’s receivables are due from health care, medical equipment providers and long termlong-term care facilities located throughout the United States, Australia, Canada, New Zealand, China and Europe. A significant portion of products sold to providers, both foreign and domestic, are ultimately funded through government reimbursement programs such as Medicare and Medicaid in the U.S. Therefore,As a consequence, changes in these programs can have an adverse impact on dealer liquidity and profitability.
The estimated allowance for uncollectible amounts ($7,181,000 at June 30, 2017 and $6,916,000 at December 31, 2016) isare based primarily on management’s evaluation of the financial condition of specific customers. In addition, due toas a result of the company's financing arrangement with De Lage Landen, Inc. ("DLL"),DLL, a third-party financing company with which the company has worked with since 2000, management monitors the collection status of these contracts in accordance with the company’s limited recourse obligations and provides amounts necessary for estimated losses in the allowance for doubtful accounts and establishes reserves for specific customers as needed. The company writes off
uncollectible trade accounts receivable after such receivables are moved to collection status and legal remedies are exhausted. See Concentration of Credit Risk in the Notes to the Consolidated Financial Statements for a description of the financing arrangement. Long-term installment receivables are included in “Other Assets” on the consolidated balance sheet.
The company’s U.S. customers electing to finance their purchases can do so using DLL. In addition, the company often provides financing directly for its Canadian customers for which DLL is not an option, as DLL typically provides financing to Canadian customers only on a limited basis. The installment receivables recorded on the books of the company represent a single portfolio segment of finance receivables to the independent provider channel and long-term care customers. The portfolio segment is comprised of two classes of receivables distinguished by geography and credit quality. The U.S. installment receivables are the first class and represent installment receivables re-purchased from DLL because the customers were in default. Default with DLL is defined as a customer being delinquent by three payments. The Canadian installment receivables represent the second class of installment receivables which were originally financed by the company because third party financing was not available to the HME providers. The Canadian installment receivables are typically
financed for twelve months and historically have had a very low risk of default.
The estimated allowance for uncollectible amounts and evaluation for impairment for both classes of installment receivables is based on the company’s quarterly review of the financial condition of each individual customer with the allowance for doubtful accounts adjusted accordingly. Installments are individually and not collectively reviewed for impairment. The company assesses the bad debt reserve levels based upon the status of the customer’s adherence to a legally negotiated payment schedule and the company’s ability to enforce judgments, liens, etc.
For purposes of granting or extending credit, the company utilizes a scoring model to generate a composite score that considers each customer’s consumer credit score and/and or D&B credit rating, payment history, security collateral and time in business. Additional analysis is performed for most customers desiring credit greater than $250,000, which generally includes a detailed review of the customer’s financial statements as well as consideration of other factors such as exposure to changing reimbursement laws.
|
| | |
| Notes to Financial Statements | Current Assets | |
| | |
Interest income is recognized on installment receivables based on the terms of the installment agreements. Installment accounts are monitored and if a customer defaults on payments and is moved to collection, interest income is no longer recognized. Subsequent payments received once an account is put on non-accrual status are generally first applied to the principal balance and then to the interest. Accruing of interest on collection accounts would only be restarted if the account became current again.
All installment accounts are accounted for using the same methodology regardless of the duration of the installment agreements. When an account is placed in collection status, the company goes through a legal process for pursuing collection of outstanding amounts, the length of which typically approximates eighteen months. Any write-offs are made after the legal process has been completed. The company has not made any changes to either its accounting policies or methodology to estimate allowances for doubtful accounts in the last twelve months.
|
| | |
Notes to Financial Statements | Current Assets | |
| | |
Installment receivables consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| | Current | | Long- Term | | Total | | Current | | Long- Term | | Total | Current | | Long- Term | | Total | | Current | | Long- Term | | Total |
| Installment receivables | $ | 2,115 |
| | $ | 2,772 |
| | $ | 4,887 |
| | $ | 2,027 |
| | $ | 2,685 |
| | $ | 4,712 |
| $ | 2,369 |
| | $ | 1,525 |
| | $ | 3,894 |
| | $ | 2,415 |
| | $ | 2,076 |
| | $ | 4,491 |
|
| Less: Unearned interest | (33 | ) | | — |
| | (33 | ) | | (40 | ) | | — |
| | (40 | ) | (32 | ) | | — |
| | (32 | ) | | (38 | ) | | — |
| | (38 | ) |
| | 2,082 |
| | 2,772 |
| | 4,854 |
| | 1,987 |
| | 2,685 |
| | 4,672 |
| 2,337 |
| | 1,525 |
| | 3,862 |
| | 2,377 |
| | 2,076 |
| | 4,453 |
|
| Allowance for doubtful accounts | (509 | ) | | (1,959 | ) | | (2,468 | ) | | (619 | ) | | (2,219 | ) | | (2,838 | ) | (1,071 | ) | | (1,214 | ) | | (2,285 | ) | | (1,043 | ) | | (1,601 | ) | | (2,644 | ) |
| Installment receivables, net | $ | 1,573 |
| | $ | 813 |
| | $ | 2,386 |
| | $ | 1,368 |
| | $ | 466 |
| | $ | 1,834 |
| $ | 1,266 |
| | $ | 311 |
| | $ | 1,577 |
| | $ | 1,334 |
| | $ | 475 |
| | $ | 1,809 |
|
Installment receivables purchased from DLL during the six months ended June 30, 20172018 increased the gross installment receivables balance by $696,000.$47,000. No sales of installment receivables were made by the company during the quarter.
The movement in the installment receivables allowance for doubtful accounts was as follows (in thousands):
| | | | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 |
| Balance as of beginning of period | $ | 2,838 |
| | $ | 2,792 |
| $ | 2,644 |
| | $ | 2,838 |
|
| Current period provision (benefit) | (341 | ) | | 1,220 |
| (102 | ) | | 1,001 |
|
| Direct write-offs charged against the allowance | (29 | ) | | (1,174 | ) | (257 | ) | | (1,195 | ) |
| Balance as of end of period | $ | 2,468 |
| | $ | 2,838 |
| $ | 2,285 |
| | $ | 2,644 |
|
Installment receivables by class as of June 30, 20172018 consist of the following (in thousands):
| | | | Total Installment Receivables | | Unpaid Principal Balance | | Related Allowance for Doubtful Accounts | | Interest Income Recognized | Total Installment Receivables | | Unpaid Principal Balance | | Related Allowance for Doubtful Accounts | | Interest Income Recognized |
| U.S. | | | | | | | | | | | | | | |
| Impaired installment receivables with a related allowance recorded | $ | 4,103 |
| | $ | 4,103 |
| | $ | 2,358 |
| | $ | — |
| $ | 3,005 |
| | $ | 3,005 |
| | $ | 2,285 |
| | $ | — |
|
| Canada | | | | | | | | | | | | | | |
| Non-Impaired installment receivables with no related allowance recorded | 674 |
| | 641 |
| | — |
| | 39 |
| 889 |
| | 857 |
| | — |
| | 68 |
|
| Impaired installment receivables with a related allowance recorded | 110 |
| | 110 |
| | 110 |
| | — |
| — |
| | — |
| | — |
| | — |
|
| Total Canadian installment receivables | 784 |
| | 751 |
| | 110 |
| | 39 |
| 889 |
| | 857 |
| | — |
| | 68 |
|
| Total | | | | | | | | | | | | | | |
| Non-Impaired installment receivables with no related allowance recorded | 674 |
| | 641 |
| | — |
| | 39 |
| 889 |
| | 857 |
| | — |
| | 68 |
|
| Impaired installment receivables with a related allowance recorded | 4,213 |
| | 4,213 |
| | 2,468 |
| | — |
| 3,005 |
| | 3,005 |
| | 2,285 |
| | — |
|
| Total installment receivables | $ | 4,887 |
| | $ | 4,854 |
| | $ | 2,468 |
| | $ | 39 |
| $ | 3,894 |
| | $ | 3,862 |
| | $ | 2,285 |
| | $ | 68 |
|
|
| | |
| Notes to Financial Statements | Current Assets | |
| | | |
Installment receivables by class as of December 31, 20162017 consist of the following (in thousands):
| | | | Total Installment Receivables | | Unpaid Principal Balance | | Related
Allowance for
Doubtful
Accounts | | Interest Income Recognized | 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 |
| | $ | — |
| $ | 3,566 |
| | $ | 3,566 |
| | $ | 2,642 |
| | $ | — |
|
| Canada | | | | | | | | | | | | | | |
| Non-Impaired installment receivables with no related allowance recorded | 818 |
| | 778 |
| | — |
| | 65 |
| 923 |
| | 885 |
| | — |
| | 74 |
|
| Impaired installment receivables with a related allowance recorded | 132 |
| | 132 |
| | 132 |
| | — |
| 2 |
| | 2 |
| | 2 |
| | — |
|
| Total Canadian installment receivables | 950 |
| | 910 |
| | 132 |
| | 65 |
| 925 |
| | 887 |
| | 2 |
| | 74 |
|
| Total | | | | | | | | | | | | | | |
| Non-Impaired installment receivables with no related allowance recorded | 818 |
| | 778 |
| | — |
| | 65 |
| 923 |
| | 885 |
| | — |
| | 74 |
|
| Impaired installment receivables with a related allowance recorded | 3,894 |
| | 3,894 |
| | 2,838 |
| | — |
| 3,568 |
| | 3,568 |
| | 2,644 |
| | — |
|
| Total installment receivables | $ | 4,712 |
| | $ | 4,672 |
| | $ | 2,838 |
| | $ | 65 |
| $ | 4,491 |
| | $ | 4,453 |
| | $ | 2,644 |
| | $ | 74 |
|
Installment receivables with a related allowance recorded as noted in the table above represent those installment receivables on a non-accrual basis in accordance with ASU 2010-20. As of June 30, 2017,2018, the company had no U.S. installment receivables past due of 90 days or more for which the company is still accruing interest. Individually, all U.S. installment receivables are assigned a specific allowance for doubtful accounts based on management’s review when the
company does not expect to receive both the contractual principal and interest payments as specified in the loan agreement. In Canada, the company had an immaterial amount of Canadian installment receivables which were past due of 90 days or more as of June 30, 2017 and December 31, 20162017 for which the company iswas still accruing interest.
The aging of the company’s installment receivables was as follows (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| | Total | | U.S. | | Canada | | Total | | U.S. | | Canada | Total | | U.S. | | Canada | | Total | | U.S. | | Canada |
| Current | $ | 670 |
| | $ | — |
| | $ | 670 |
| | $ | 832 |
| | $ | — |
| | $ | 832 |
| $ | 889 |
| | $ | — |
| | $ | 889 |
| | $ | 916 |
| | $ | — |
| | $ | 916 |
|
| 0-30 Days Past Due | 7 |
| | — |
| | 7 |
| | 18 |
| | — |
| | 18 |
| — |
| | — |
| | — |
| | 6 |
| | — |
| | 6 |
|
| 31-60 Days Past Due | 7 |
| | — |
| | 7 |
| | 12 |
| | — |
| | 12 |
| — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| 61-90 Days Past Due | 7 |
| | — |
| | 7 |
| | 2 |
| | — |
| | 2 |
| — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| 90+ Days Past Due | 4,196 |
| | 4,103 |
| | 93 |
| | 3,848 |
| | 3,762 |
| | 86 |
| 3,005 |
| | 3,005 |
| | — |
| | 3,569 |
| | 3,566 |
| | 3 |
|
| | $ | 4,887 |
| | $ | 4,103 |
| | $ | 784 |
| | $ | 4,712 |
| | $ | 3,762 |
| | $ | 950 |
| $ | 3,894 |
| | $ | 3,005 |
| | $ | 889 |
| | $ | 4,491 |
| | $ | 3,566 |
| | $ | 925 |
|
|
| | |
| Notes to Financial Statements | Current Assets | |
| | | |
Inventories
Inventories consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Finished goods | $ | 77,236 |
| | $ | 68,701 |
| $ | 60,481 |
| | $ | 52,773 |
|
| Raw materials | 65,722 |
| | 56,270 |
| 65,250 |
| | 59,497 |
|
| Work in process | 10,460 |
| | 10,673 |
| 10,875 |
| | 9,663 |
|
| Inventories, net | $ | 153,418 |
| | $ | 135,644 |
| $ | 136,606 |
| | $ | 121,933 |
|
Other Current Assets
Other current assets consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Value added tax receivables | $ | 15,457 |
| | $ | 14,336 |
| $ | 15,914 |
| | $ | 16,174 |
|
| Service contracts | 2,091 |
| | 2,902 |
| 3,021 |
| | 2,812 |
|
| Derivatives (foreign currency forward exchange contracts) | 1,113 |
| | 2,754 |
| 2,136 |
| | 730 |
|
| Prepaid insurance | 1,490 |
| | 2,761 |
| 1,155 |
| | 2,647 |
|
| Prepaid inventory | 664 |
| | 790 |
| 614 |
| | 711 |
|
| Recoverable income taxes | 451 |
| | 503 |
| 513 |
| | 341 |
|
| Prepaid debt fees | 377 |
| | 489 |
| 394 |
| | 397 |
|
| Prepaid and other current assets | 9,667 |
| | 6,984 |
| 9,094 |
| | 7,692 |
|
| Other Current Assets | $ | 31,310 |
| | $ | 31,519 |
| $ | 32,841 |
| | $ | 31,504 |
|
|
| | |
| Notes to Financial Statements | Long-Term Assets | |
| | | |
Long-Term Assets
Other long-term assets consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Convertible 2022 note hedge asset | | $ | 54,490 |
| | $ | 46,680 |
|
| Convertible 2021 note hedge asset | $ | 27,430 |
| | $ | 25,471 |
| 54,858 |
| | 46,915 |
|
| Convertible 2022 note hedge asset | 28,582 |
| | — |
| |
| Cash surrender value of life insurance policies | 1,871 |
| | 1,824 |
| 1,956 |
| | 1,991 |
|
| Deferred financing fees | 958 |
| | 793 |
| 595 |
| | 787 |
|
| Installment receivables | 813 |
| | 466 |
| |
| Deferred taxes | 416 |
| | 837 |
| |
| Long-term installment receivables | | 311 |
| | 475 |
|
| Long-term deferred taxes | | 403 |
| | 518 |
|
| Investments | 103 |
| | 108 |
| 90 |
| | 103 |
|
| Other | 106 |
| | 188 |
| 436 |
| | 107 |
|
| Other Long-Term Assets | $ | 60,279 |
| | $ | 29,687 |
| $ | 113,139 |
| | $ | 97,576 |
|
During the quarter ended March 31, 2016, the company issued $150,000,000 principal amount of Convertible Senior Notes due 2021. During the quarter ended June 30, 2017, the company issued $120,000,000 principal amount of Convertible Senior Notes due 2022. As part of the 2016 and 2017 transactions, the company entered into the related 2021 and 2022 convertible
note hedge derivatives which are included in Other Long-Term Assets, the value of which will be adjusted quarterly to reflect fair value. See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail.
Property and Equipment
Property and equipment consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Machinery and equipment | $ | 297,298 |
| | $ | 301,367 |
| $ | 301,334 |
| | $ | 307,244 |
|
| Land, buildings and improvements | 76,260 |
| | 73,709 |
| 77,760 |
| | 78,522 |
|
| Leasehold improvements | 12,391 |
| | 12,054 |
| 8,955 |
| | 9,947 |
|
| Furniture and fixtures | 10,074 |
| | 10,100 |
| 9,974 |
| | 10,264 |
|
| Property and Equipment, gross | 396,023 |
| | 397,230 |
| 398,023 |
| | 405,977 |
|
| Less allowance for depreciation | (319,416 | ) | | (321,871 | ) | (321,333 | ) | | (325,961 | ) |
| Property and Equipment, net | $ | 76,607 |
| | $ | 75,359 |
| $ | 76,690 |
| | $ | 80,016 |
|
Goodwill
The change in goodwill from December 31, 20162017 to June 30, 20172018 was due to foreign currency translation.
|
| | |
| Notes to Financial Statements | Long-Term Assets | |
| | | |
The company's intangibles consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| | Historical Cost | | Accumulated Amortization | | Historical Cost | | Accumulated Amortization | Historical Cost | | Accumulated Amortization | | Historical Cost | | Accumulated Amortization |
| Customer lists | $ | 51,844 |
| | $ | 48,747 |
| | $ | 49,362 |
| | $ | 45,797 |
| $ | 53,481 |
| | $ | 51,677 |
| | $ | 54,516 |
| | $ | 51,957 |
|
| Trademarks | 25,339 |
| | — |
| | 24,091 |
| | — |
| 25,822 |
| | — |
| | 26,372 |
| | — |
|
| Developed technology | 7,594 |
| | 6,287 |
| | 7,287 |
| | 5,969 |
| 7,808 |
| | 6,635 |
| | 7,925 |
| | 6,636 |
|
| Patents | 5,546 |
| | 5,536 |
| | 5,512 |
| | 5,487 |
| 5,529 |
| | 5,524 |
| | 5,566 |
| | 5,559 |
|
| License agreements | 1,174 |
| | 1,174 |
| | 1,126 |
| | 1,126 |
| 1,133 |
| | 1,133 |
| | 1,187 |
| | 1,187 |
|
| Other | 1,162 |
| | 1,144 |
| | 1,162 |
| | 1,138 |
| 1,162 |
| | 1,146 |
| | 1,162 |
| | 1,145 |
|
| Intangibles | $ | 92,659 |
| | $ | 62,888 |
| | $ | 88,540 |
| | $ | 59,517 |
| $ | 94,935 |
| | $ | 66,115 |
| | $ | 96,728 |
| | $ | 66,484 |
|
All the company’s intangible assets have been assigned definite lives and continue to be amortized over their useful lives, except for trademarks shown above, which have indefinite lives. The changes in intangible balances reflected on the balance sheet from December 31, 20162017 to June 30, 20172018 were the result of foreign currency translation and amortization.
The company evaluates the carrying value of definite-lived assets whenever events or circumstances indicate possible impairment. Definite-lived assets are determined to be impaired if the future un-discounted cash flows expected to be generated by the asset are less than the carrying value. Actual impairment amounts for definite-lived assets are then calculated using a discounted cash flow calculation. The company reviews indefinite-lived assets for impairment annually in the fourth quarter of each year and whenever events or circumstances indicate possible impairment. Any impairment amounts for indefinite-lived assets are calculated as the difference between the future discounted cash flows expected to be generated by the asset less than the carrying value for the asset.
Amortization expense related to intangibles was $755,000$837,000 in the first six months of 20172018 and is estimated to be $1,504,000 in 2017, $1,494,000$1,672,000 in 2018, $1,310,000$1,264,000 in 2019, $178,000$194,000 in 2020, $178,000$194,000 in 2021, $194,000 in 2022 and $178,000$194,000 in 2022.2023. Amortized intangibles are being amortized on a straight-line basis over remaining lives of 1 to 10 years with most of the intangibles being amortized over an average remaining life of approximately 43 years.
|
| | |
| Notes to Financial Statements | Current Liabilities | |
| | | |
Current Liabilities
Accrued Expenses
Accrued expenses consist of accruals for the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Salaries and wages | $ | 29,662 |
| | $ | 32,959 |
| $ | 28,912 |
| | $ | 33,390 |
|
| Warranty cost | 22,947 |
| | 23,302 |
| |
| Taxes other than income taxes, primarily value added taxes | 20,655 |
| | 19,194 |
| |
| Taxes other than income taxes, primarily Value Added Taxes | | 21,137 |
| | 22,627 |
|
| Warranty | | 18,891 |
| | 22,468 |
|
| Professional | 5,416 |
| | 4,728 |
| 5,336 |
| | 5,203 |
|
| Severance | 5,156 |
| | 2,049 |
| |
| Freight | 4,506 |
| | 5,211 |
| 3,970 |
| | 4,002 |
|
| Interest | 3,759 |
| | 3,747 |
| 3,915 |
| | 3,919 |
|
| Deferred revenue | | 3,092 |
| | 2,770 |
|
| Product liability, current portion | 3,459 |
| | 3,996 |
| 3,045 |
| | 2,905 |
|
| Deferred revenue | 1,539 |
| | 1,446 |
| |
| Derivative liabilities (foreign currency forward exchange contracts) | 1,496 |
| | 1,783 |
| 1,302 |
| | 2,120 |
|
| Severance | | 1,235 |
| | 3,704 |
|
| Rebates | | 1,203 |
| | 5,831 |
|
| Rent | 683 |
| | 672 |
| 707 |
| | 808 |
|
| Insurance | 670 |
| | 742 |
| 660 |
| | 645 |
|
| Rebates | 484 |
| | 356 |
| |
| Supplemental Executive Retirement Program liability | 391 |
| | 391 |
| 391 |
| | 391 |
|
| Other items, principally trade accruals | 9,686 |
| | 9,519 |
| 7,696 |
| | 7,914 |
|
| Accrued Expenses | $ | 110,509 |
| | $ | 110,095 |
| $ | 101,492 |
| | $ | 118,697 |
|
Depending on the terms of the contract, the company may defer the recognition of a portion of the revenue at the end of a reporting period to align with the transfer of control of the company’s products to the customer. In addition, to the extent performance obligations are satisfied over time, the company defers revenue recognition until the performance obligations are satisfied.
Accrued rebates relate to several volume incentive programs the company offers its customers. The company accounts for these rebates as a reduction of revenue when the products are sold in accordance with the guidance in ASC 605-50, Customer Payments and Incentives. Rebates are netted against gross accounts receivables unless in excess of such receivables and then classified as accrued expenses. The reduction in accrued rebates from December 31, 2017 to June 30, 2018 primarily relates to payments principally made in the first quarter each year.
Generally, the company's products are covered by warranties against defects in material and workmanship for various periods depending on the product from the date of salessale to the customer. Certain components carry a lifetime warranty. A provision for estimated warranty cost is recorded at the time of sale based upon actual experience. In addition, the company has sold extended warranties that, while immaterial, require the
company to defer the revenue associated with those warranties until earned. The company has established procedures to appropriate defer such revenue.
The company continuously assesses the adequacy of its product warranty accrualaccruals and recordsmakes adjustments as needed. Historical analysis is primarily used to determine the company's warranty reserves. Claims history is reviewed and provisions are adjusted as needed. However, the company does consider other events, such as a product field actionsaction and recalls, which could warrantrequire additional warranty reserve provision.
The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):
| | | Balance as of January 1, 2017 | $ | 23,302 |
| |
| Balance as of January 1, 2018 | | $ | 22,468 |
|
| Warranties provided during the period | 4,927 |
| 3,663 |
|
| Settlements made during the period | (5,571 | ) | (7,503 | ) |
| Changes in liability for pre-existing warranties during the period, including expirations | 289 |
| 263 |
|
| Balance as of June 30, 2017 | $ | 22,947 |
| |
| Balance as of June 30, 2018 | | $ | 18,891 |
|
Warranty reserves are subject to adjustment in future periods as new developments change the company's estimate of the total cost.
|
| | |
| Notes to Financial Statements | Long-Term Liabilities | |
| | | |
Long-Term LiabilitiesDebt
Long-Term Debt
Debt consists of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Convertible senior notes at 5.00%, due in February 2021 | $ | 118,666 |
| | $ | 115,159 |
| $ | 126,217 |
| | $ | 122,355 |
|
| Convertible senior notes at 4.50%, due in June 2022 | 86,680 |
| | — |
| 92,509 |
| | 89,675 |
|
| Convertible senior subordinated debentures at 4.125%, due in February 2027 | — |
| | 13,039 |
| |
| Other notes and lease obligations | 32,555 |
| | 33,151 |
| 30,276 |
| | 31,415 |
|
| | 237,901 |
| | 161,349 |
| 249,002 |
| | 243,445 |
|
| Less current maturities of long-term debt | (2,159 | ) | | (15,261 | ) | (1,676 | ) | | (2,040 | ) |
| Long-Term Debt | $ | 235,742 |
| | $ | 146,088 |
| $ | 247,326 |
| | $ | 241,405 |
|
The company had outstanding letters of credit of $2,891,000$3,126,000 and $2,853,000$2,945,000 as of June 30, 20172018 and December 31, 2016,2017, respectively. There were no borrowings denominated in foreign currencies, excluding a portion of the company's capital leases, as of June 30, 20172018 and December 31, 2016. As of June 30, 2017, the2017. The weighted average floating interest rate on all borrowings, excluding capital leases, was 4.95%4.78% for the six months ended June 30, 2018 compared to 4.85% as of4.84% for the year ended December 31, 2016.2017.
On September 30, 2015, the company entered into an Amended and Restated Revolving Credit and Security Agreement, which was subsequently amended (the “Credit Agreement”) and which matures on January 16, 2021. The Credit Agreement was entered into by and among the company, certain of the company’s direct and indirect U.S. and Canadian subsidiaries and certain of the company’s European subsidiaries (together with the company, the “Borrowers”), certain other of the company’s direct and indirect U.S., Canadian and European subsidiaries (the “Guarantors”), and PNC Bank, National Association (“PNC”), JPMorgan Chase Bank, N.A., J.P. Morgan Europe Limited, KeyBank National Association, and Citizens Bank, National Association (the “Lenders”). PNC is the administrative agent (the “Administrative Agent”) and J.P. Morgan Europe Limited is the European agent (the “European Agent”) under the Credit Agreement.
In connection with entering into the company's Credit Agreement, the company incurred fees which were capitalized and are being amortized as interest expense. As of June 30, 2018, debt fees yet to be amortized through January 2021 totaled $989,000.
U.S. and Canadian Borrowers Credit Facility
For the company's U.S. and Canadian Borrowers, the Credit Agreement provides for an asset-based-lending senior secured revolving credit facility which is secured by substantially all the company’s U.S. and Canadian assets, other than real estate. The Credit Agreement provides the company and the other Borrowers with a credit facility in an aggregate principal amount of $100,000,000,
$100,000,000, subject to availability based on a borrowing base formula, under a senior secured revolving credit, letter of credit
and swing line loan facility (the “U.S. and Canadian Credit Facility”). Up to $25,000,000 of the U.S. and Canadian Credit Facility will be available for issuance of letters of credit. The aggregate principal amount of the U.S. and Canadian Credit Facility may be increased by up to $25,000,000 to the extent requested by the company and agreed to by any Lender or new financial institution approved by the Administrative Agent.
The aggregate borrowing availability under the U.S. and Canadian Credit Facility is determined based on a borrowing base formula. The aggregate usage under the U.S. and Canadian Credit Facility may not exceed an amount equal to the sum of (a) 85% of eligible U.S. accounts receivable plus (b) the lesser of (i) 70% of eligible U.S. inventory and eligible foreign in-transit inventory and (ii) 85% of the net orderly liquidation value of eligible U.S. inventory and eligible foreign in-transit inventory (not to exceed $4,000,000), plus (c) the lesser of (i) 85% of the net orderly liquidation value of U.S. eligible machinery and equipment and (ii) $1,608,200$1,023,000 as of June 30, 20172018 (subject to reduction as provided in the Credit Agreement), plus (d) 85% of eligible Canadian accounts receivable, plus (e) the lesser of (i) 70% of eligible Canadian inventory and (ii) 85% of the net orderly liquidation value of eligible Canadian inventory, less (f) swing loans outstanding under the U.S. and Canadian Credit Facility, less (g) letters of credit issued and undrawn under the U.S. and Canadian Credit Facility, less (h) a $5,000,000 minimum availability reserve, less (i) other reserves required by the Administrative Agent, and in each case subject to the definitions and limitations in the Credit Agreement. As of June 30, 2017,2018, the company was in compliance with all covenant requirements and had borrowing capacity on the U.S. and Canadian Credit Facility under the Credit Agreement of $28,791,000,$23,835,000, considering the minimum availability reserve, then-outstanding letters of credit, other reserves and the $11,250,000 dominion trigger amount described below. Borrowings under the U.S. and Canadian Credit Facility are secured by substantially all of the company’s U.S. and Canadian assets, other than real estate.
|
| | |
| Notes to Financial Statements | Long-Term Liabilities | |
| | | |
Borrowings under the U.S. and Canadian Credit Facility are secured by substantially all of the company’s U.S. and Canadian assets, other than real estate.
Interest will accrue on outstanding indebtedness under the Credit Agreement at the LIBOR rate, plus a margin ranging from 2.25% to 2.75%, or at the alternate base rate, plus a margin ranging from 1.25% to 1.75%, as selected by the company. Borrowings under the U.S. and Canadian Credit Facility are subject to commitment fees of 0.25% or 0.375% per year, depending on utilization.
The Credit Agreement contains customary representations, warranties and covenants. Exceptions to the operating covenants in the Credit Agreement provide the company with flexibility to, among other things, enter into or undertake certain sale and leaseback transactions, dispositions of assets, additional credit facilities, sales of receivables, additional indebtedness and intercompany indebtedness, all subject to limitations set forth in the Credit Agreement, as amended. The Credit Agreement also contains a covenant requiring the company to maintain minimum availability under the U.S. and Canadian Credit Facility of not less than the greater of (i) 11.25% of the maximum amount that may be drawn under the U.S. and Canadian Credit Facility for five (5) consecutive business days, or (ii) $5,000,000 on any business day. The company also is subject to dominion triggers under the U.S. and Canadian Credit Facility requiring the company to maintain borrowing capacity of not less than $11,250,000 on any business day or $12,500,000 for five consecutive days in order to avoid triggering full control by an agent for the lenders of the company's cash receipts for application to the company’s obligations under the agreement.
The Credit Agreement contains customary default provisions, with certain grace periods and exceptions, which provide that events of default that include, among other things, failure to pay amounts due, breach of covenants, representations or warranties, bankruptcy, the occurrence of a material adverse effect, exclusion from any medical reimbursement program, and an interruption of any material manufacturing facilities for more than 10 consecutive days. The initialThere were no borrowings outstanding under the U.S. and Canadian Credit Facility were used to repay and terminate the company’s previous credit agreement, which was scheduled to mature in October 2015.at June 30, 2018.
European Credit Facility
The Credit Agreement also provides for a revolving credit, letter of credit and swing line loan facility which gives the company and the European Borrowers the ability to borrow up to an aggregate principal amount of $30,000,000, with a $5,000,000 sublimit for letters of credit and a $2,000,000 sublimit for swing line loans (the “European Credit Facility”). Up to $15,000,000 of the European Credit Facility will be available to each of Invacare Limited (the “UK Borrower”) and
Invacare Poirier SAS (the “French Borrower” and, together with the UK Borrower, the “European Borrowers”). The European Credit Facility matures in January 2021, together with the U.S. and Canadian Credit Facility.
The aggregate borrowing availability for each European Borrower under the European Credit Facility is determined based on a borrowing base formula. The aggregate borrowings of each of the European Borrowers under the European Credit Facility may not exceed an amount equal to (a) 85% of the European Borrower’s eligible accounts receivable, less (b) the European Borrower’s borrowings and swing line loans outstanding under the European Credit Facility, less (c) the European Borrower’s letters of credit issued and undrawn under the European Credit Facility, less (d) a $3,000,000 minimum availability reserve, less (e) other reserves required by the European Agent, and in each case subject to the definitions and limitations in the Credit Agreement. As of June 30, 2017,2018, the aggregate borrowing availability to the European Borrowers under the European Credit Facility was approximately $15,797,000,$14,822,000, considering the $3,000,000 minimum availability reserve and the $3,375,000 dominion trigger amount described below.
The aggregate principal amount of the European Credit Facility may be increased by up to $10,000,000 to the extent requested by the company and agreed to by any Lender or Lenders that wish to increase their lending participation or, if not agreed to by any Lender, a new financial institution that agrees to join the European Credit Facility and that is approved by the Administrative Agent and the European Agent.
Interest will accrue on outstanding indebtedness under the European Credit Facility at the LIBOR rate, plus a margin ranging from 2.50% to 3.00%, or for swing line loans, at the overnight LIBOR rate, plus a margin ranging from 2.50% to 3.00%, as selected by the company. The margin that will be adjusted quarterly based on utilization. Borrowings under the European Credit Facility are subject to commitment fees of 0.25% or 0.375% per year, depending on utilization.
The European Credit Facility is secured by substantially all the personal property assets of the UK Borrower and its in-country subsidiaries, and all the receivables of the French Borrower and its in-country subsidiaries. The UK and French facilities (which comprise the European Credit Facility) are cross collateralized, and the US personal property assets previously pledged under the U.S. and Canadian Credit Facility also serve as collateral for the European Credit Facility.
The European Credit Facility is subject to customary representations, warranties and covenants generally consistent with those applicable to the U.S. and Canadian Credit Facility. Exceptions to the operating covenants in the Credit Agreement provide the company with flexibility to, among other things, enter into or undertake certain sale/leaseback transactions,
|
| | |
Notes to Financial Statements | Long-Term Liabilities | |
| | |
dispositions of assets, additional credit facilities, sales of receivables, additional indebtedness and intercompany indebtedness, all subject to limitations set forth in the Credit Agreement. The Credit Agreement also contains a covenant requiring the European Borrowers to maintain undrawn
|
| | |
| Notes to Financial Statements | Long-Term Liabilities | |
| | |
availability under the European Credit Facility of not less than the greater of (i) 11.25% of the maximum amount that may be drawn under the European Credit Facility for five (5) consecutive business days, or (ii) $3,000,000 on any business day. The European Borrowers also are subject to cash dominion triggers under the European Credit Facility requiring the European Borrower to maintain borrowing capacity of not less than $3,375,000 on any business day or 12.50% of the maximum amount that may be drawn under the European Credit Facility for five (5) consecutive business days in order to avoid triggering full control by an agent for the Lenders of the European Borrower’s cash receipts for application to its obligations under the European Credit Facility.
The European Credit Facility is subject to customary default provisions, with certain grace periods and exceptions, consistent with those applicable to the U.S. and Canadian Credit Facility, which provide that events of default include, among other things, failure to pay amounts due, breach of covenants, representations or warranties, cross-default, bankruptcy, the occurrence of a material adverse effect, exclusion from any medical reimbursement program, and an interruption in the operations of any material manufacturing facility for more than 10 consecutive days.
The proceeds of the European Credit Facility will be used to finance the working capital and other business needs of the company. There were no borrowings outstanding under the European Credit Facility at June 30, 2018.
Convertible senior subordinated debentures due 2027
In 2007, the company issued $135,000,000 principal amount of 4.125% Convertible Senior Subordinated Debentures due 2027 (the "debentures"), of which $0 principal amount remains outstanding as of June 30, 2017.
2018. The holders of the debentures exercised their right to require the company to repurchase all the debentures on February 1, 2017 at a price equal to 100% of the principal amount. The company satisfied the accreted valueamount, which totaled $13,350,000. As a result of the debentures using cash on February 2, 2017,repurchase, the company wrote-off unamortized debt fees of $207,000 and no debentures remained outstanding following that date.
The liability componentsrecognized amortization expense of the debentures consisted of the following (in thousands):
|
| | | |
| | December 31, 2016 |
| Principal amount of liability component | $ | 13,350 |
|
| Unamortized discount | (311 | ) |
| Net carrying amount of liability component | $ | 13,039 |
|
The unamortized discount as of December 31, 2016 was fully amortized$311,000 in the first quarter 2017 due to the repurchase of all the debentures on February 1, 2017.
Convertible senior notes due 2021
In the first quarter of 2016, the company issued $150,000,000 aggregate principal amount of 5.00% Convertible Senior Notes due 2021 (the “2021 notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2021 notes bear interest at a rate of 5.00% per year payable semi-annually in arrears on February 15 and August 15 of each year, beginning August 15, 2016. The 2021 notes will mature on February 15, 2021, unless repurchased or converted in accordance with their terms prior to such date. Prior to August 15, 2020, the 2021 notes will be convertible only upon
satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Unless and until the company obtains shareholder approval under applicable New York Stock Exchange rules, the 2021 notes will be convertible, subject to certain conditions, into only cash. If the company obtains such shareholder approval, the 2021 notes may be settled in cash, the company’s common shares or a combination of cash and the company’s common shares, at the company’s election.
Holders of the 2021 notes may convert their 2021 notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2020 only under the following circumstances: (1) during any fiscal quarter commencing after March 31, 2016 (and only during such fiscal quarter), if the last reported sale price of the company’s Common Shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2021 notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per one thousand U.S. dollar principal amount of 2021 notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the company’s Common Shares and the applicable conversion rate for the 2021 notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture.
Holders of the 2021 notes will have the right to require the company to repurchase all or some of their 2021 notes at 100% of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is 60.0492 common shares per $1,000 principal amount of 2021 notes (equivalent to an initial conversion price of approximately $16.65 per common share). The company evaluated the terms of the conversion features under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that the features did require separate accounting as a derivative. This derivative was capitalized on the balance sheet as a long-term liability and will be adjusted to reflect fair value each quarter. The fair value of the convertible debt conversion liability at issuance was $34,480,000. The fair value of the convertible debt conversion liability at June 30, 20172018 was $32,227,000$61,136,000 compared to $30,708,000$53,154,000 as of December 31, 2016.2017. The company recognized losses of $5,609,000 and $7,982,000 for the three and six months ended June 30, 2018, respectively, compared to losses of $8,250,000 and $1,519,000 for the three and six months ended June 30, 2017, respectively, comparedrelated to gains ofthe convertible debt conversion liability.
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| | |
| Notes to Financial Statements | Long-Term Liabilities | |
| | | |
$6,565,000 and $5,847,000 for the three and six months ended June 30, 2016, respectively, related to the convertible debt conversion liability.
In connection with the offering of the 2021 notes, the company entered into privately negotiated convertible note hedge transactions with two financial institutions (the “option counterparties”). These transactions cover, subject to customary anti-dilution adjustments, the number of the company’s common shares that will initially underlie the 2021 notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the 2021 notes. The company evaluated the note hedges under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that the note hedges should be accounted for as derivatives. These derivatives were capitalized on the balance sheet as long-term assets and will be adjusted to reflect fair value each quarter. The fair value of the convertible note hedge assets at issuance was $27,975,000. The fair value of the convertible note hedge assets at June 30, 20172018 was $27,430,000$54,858,000 compared to $25,471,000$46,915,000 as of December 31, 2016.2017. The company recognized gains of $5,896,000 and $7,943,000 for the three and six months ended June 30, 2018, respectively, compared gains of $7,789,000 and $1,959,000 for the three and six months ended June 30, 2017, compared to losses of $6,079,000 and $4,757,000 for the three and six months ended June 30, 2016, respectively, related to the convertible note hedge asset.
The company entered into separate, privately negotiated warrant transactions with the option counterparties at a higher strike price relating to the same number of the company’s common shares, subject to customary anti-dilution adjustments, pursuant to which the company sold warrants to the option counterparties. The warrants could have a dilutive effect on the company’s outstanding common shares and the company’s earnings per share to the extent that the price of the company’s common shares exceeds the strike price of those warrants. The initial strike price of the warrants is $22.4175 per share and is subject to certain adjustments under the terms of the warrant transactions. The company evaluated the warrants under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that the warrants meet the definition of a derivative, are indexed to the company's own stock and should be classified in shareholder's equity. The amount paid for the warrants and capitalized in shareholder's equity was $12,376,000.
The net proceeds from the offering of the 2021 notes were approximately $144,034,000, after deducting fees and offering expenses of $5,966,000.$5,966,000, which were paid in 2016. These debt issuance costs were capitalized and are being amortized as interest expense through February 2021. As of June 30, 2017, all $5,966,000 of these costs were paid. In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, these debt issuance costs are presented on the balance sheet as a direct deduction from the
carrying amount of the related debt liability. Approximately $5,000,000 of the net proceeds from the offering were used to repurchase the company’s common shares from purchasers of 2021 notes in the offering in privately negotiated transactions. A portion of the net proceeds
from the offering were used to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to the company from the warrant transactions), which net cost was $15,600,000.
The liability components of the 2021 notes consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Principal amount of liability component | $ | 150,000 |
| | $150,000 | $ | 150,000 |
| | $ | 150,000 |
|
| Unamortized discount | (26,991 | ) | | (29,919 | ) | (20,637 | ) | | (23,900 | ) |
| Debt fees | (4,343 | ) | | (4,922 | ) | (3,146 | ) | | (3,745 | ) |
| Net carrying amount of liability component | $ | 118,666 |
| | $ | 115,159 |
| $ | 126,217 |
| | $ | 122,355 |
|
The unamortized discount of $26,991,000$20,637,000 is to be amortized through February 2021. The effective interest rate on the liability component was 11.1%. Non-cash interest expense of $1,490,000$1,661,000 and $2,928,000$3,263,000 was recognized for the three and six months ended June 30, 2017,2018, respectively, compared to $1,338,000$1,490,000 and $1,788,000$2,928,000 for the three and six months ended June 30, 2016, respectively, in comparison to actual2017, respectively. Actual interest expense accrued ofwas $1,875,000 and $3,750,000 for the three and six months ended June 30, 2017,2018, respectively, compared to $1,875,000 and $2,628,000$3,750,000 for the three and six months ended June 30, 2016,2017, respectively, based on the stated coupon rate of 5.0%. The 2021 notes were not convertible as of June 30, 20172018 nor was the applicable conversion threshold met.
Convertible senior notes due 2022
In the second quarter of 2017, the company issued $120,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2022 (the “2022 notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2022 notes bear interest at a rate of 4.50% per year payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2017. The 2022 notes will mature on June 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. Prior to December 1, 2021, the 2022 notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Unless and until the company obtains shareholder approval of the issuance of the company's common shares upon conversion of the 2022 notes and the 2021 notes under applicable New York Stock Exchange rules, the 2022 notes will be convertible, subject to certain conditions, into only cash. If the company obtains such shareholder approval, the 2022 notes may be settled in cash, the company’s common shares or a combination of cash and the company’s common shares, at the company’s election.
|
| | |
| Notes to Financial Statements | Long-Term Liabilities | |
| | | |
company obtains such shareholder approval,Holders of the 2022 notes may be settled in cash,convert their 2022 notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2021 only under the following circumstances: (1) during any fiscal quarter commencing after September 30, 2017 (and only during such fiscal quarter), if the last reported sale price of the company’s common sharesCommon Shares for at least 20 trading days (whether or a combinationnot consecutive) during the period of cash30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2022 notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per one thousand U.S. dollar principal amount of 2022 notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of the company’s Common Shares and the company’s common shares, atapplicable conversion rate for the company’s election.2022 notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture.
Holders of the 2022 notes will have the right to require the company to repurchase all or some of their 2022 notes at 100% of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is 61.6095 common shares per $1,000 principal amount of 2022 notes (equivalent to an initial conversion price of approximately $16.23 per common share). The company evaluated the terms of the conversion features under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that the features did require separate accounting as a derivative. This derivative was capitalized on the balance sheet as a long-term liability and will be adjusted to reflect fair value each quarter. The fair value of the convertible debt conversion liability at issuance was $28,859,000. The fair value of the convertible debt conversion liability at June 30, 20172018 was $33,251,000.$61,061,000 compared to $53,414,000 at December 31, 2017. The company recognized losses of $5,837,000 and $7,647,000 for the three and six months ended June 30, 2018, respectively, compared to a loss of $4,392,000 for both the three and six months ended June 30, 2017, respectively, related to the convertible debt conversion liability.
In connection with the offering of the 2022 notes, the company entered into privately negotiated convertible note hedge transactions with one financial institution (the “option counterparty”). These transactions cover, subject to customary anti-dilution adjustments, the number of the company’s common shares that will initially underlie the 2022 notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the 2022 notes. The company evaluated the note hedges under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and
determined that the note hedges should be accounted for as derivatives. These derivatives were capitalized on the balance sheet as long-term assets and will be adjusted to reflect fair value each quarter. The fair value of the convertible note hedge assets at issuance was $24,780,000. The fair value of the convertible note hedge assets at June 30, 20172018 was $28,582,000.$54,490,000 compared to $46,680,000 at December 31, 2017. The company recognized gains of $5,571,000 and $7,810,000 for the three and six months ended June 30, 2018, respectively, compared to a gain of $3,802,000 for both the three and six months ended June 30, 2017, respectively, related to the convertible note hedge asset.
The company entered into separate, privately negotiated warrant transactions with the option counterparty at a higher strike price relating to the same number of the company’s common shares, subject to customary anti-dilution adjustments, pursuant to which the company sold warrants to the option counterparties. The warrants could have a dilutive effect on the company’s outstanding common shares and the company’s earnings per share to the extent that the price of the company’s common shares exceeds the strike price of those warrants. The
initial strike price of the warrants is $21.4375 per share and is subject to certain adjustments under the terms of the warrant transactions. The company evaluated the warrants under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that the warrants meet the definition of a derivative, are indexed to the company's own stock and should be classified in shareholder's equity. The amount paid for the warrants and capitalized in shareholder's equity was $14,100,000.
The net proceeds from the offering of the 2022 notes were approximately $114,962,000,$115,289,000, after deducting fees and offering expenses of $5,038,000.$4,711,000, which were paid in 2017. These debt issuance costs were capitalized and are being amortized as interest expense through June 2022. As of June 30, 2017, $4,144,0002018, all of thesethe debt issuance costs were paid. In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, these debt issuance costs are presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. A portion of the net proceeds from the offering were used to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to the company from the warrant transactions), which net cost was $10,680,000.
|
| | |
| Notes to Financial Statements | Long-Term Liabilities | |
| | |
The liability components of the 2022 notes consist of the following (in thousands):
| | | | June 30, 2017 | June 30, 2018 | | December 31, 2017 |
| Principal amount of liability component | $ | 120,000 |
| $ | 120,000 |
| | $ | 120,000 |
|
| Unamortized discount | (28,647 | ) | (23,991 | ) | | (26,378 | ) |
| Debt fees | (4,673 | ) | (3,500 | ) | | (3,947 | ) |
| Net carrying amount of liability component | $ | 86,680 |
| $ | 92,509 |
| | $ | 89,675 |
|
The unamortized discount of $28,647,000$23,991,000 is to be amortized through June 2022. The effective interest rate on the liability component was 10.9%. Non-cash interest expense of $212,000$1,203,000 and $2,387,000 was recognized for the three and six months ended June 30, 2018, respectively, compared to $212,000 for both the three and six months ended June 30, 2017, in comparison to actualrespectively. Actual interest expense accrued ofwas $1,350,000 and $2,700,000 for the three and six months ended June 30, 2018, respectively, compared to $255,000 for both the same periodsthree and six months ended June 30, 2017, respectively, based on the stated coupon rate of 4.5%. The 2022 notes were not convertible as of June 30, 20172018 nor was the applicable conversion threshold met.
|
| | |
| Notes to Financial Statements | Long-Term Liabilities | |
| | | |
Other Long-Term Obligations
Other long-term obligations consist of the following (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| Deferred income taxes | $ | 31,795 |
| | $ | 31,079 |
| |
| Convertible 2021 debt conversion liability | 32,227 |
| | 30,708 |
| $ | 61,136 |
| | $ | 53,154 |
|
| Convertible 2022 debt conversion liability | 33,251 |
| | — |
| 61,061 |
| | 53,414 |
|
| Deferred income taxes | | 28,398 |
| | 28,890 |
|
| Product liability | 15,009 |
| | 16,615 |
| 14,189 |
| | 13,575 |
|
| Pension | 13,969 |
| | 13,258 |
| 10,347 |
| | 10,340 |
|
| Deferred gain on sale leaseback | 6,562 |
| | 6,703 |
| 6,273 |
| | 6,419 |
|
| Deferred compensation | | 5,610 |
| | 5,592 |
|
| Supplemental Executive Retirement Plan liability | 5,541 |
| | 5,612 |
| 5,556 |
| | 5,636 |
|
| Deferred compensation | 3,858 |
| | 3,593 |
| |
| Uncertain tax obligation including interest | 2,905 |
| | 3,150 |
| 2,905 |
| | 2,738 |
|
| Other | 4,171 |
| | 3,689 |
| 3,169 |
| | 3,512 |
|
| Other Long-Term Obligations | $ | 149,288 |
| | $ | 114,407 |
| $ | 198,644 |
| | $ | 183,270 |
|
During the quarter ended March 31, 2016, the company issued $150,000,000 principal amount of 5.00% Convertible Senior Notes due 2021. During the quarter ended June 30, 2017, the company issued $120,000,000 principal amount of Convertible Senior Notes due 2022. Due to the 2016 and 2017 issuances, long-term liabilities representing theThe convertible debt conversion liabilities were recorded which are adjusted to reflect fair values quarterly. The amounts included in the above table represent the fair values of the conversion liabilities as of June 30, 20172018 and December 31, 2016.2017. See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail.
On April 23, 2015, the company entered into a real estate sale leaseback transaction which resulted in the company recording an initial deferred gain of $7,414,000, the majority of which is included in Other Long-Term Obligations and will be recognized over the 20-year life of the leases. The gaingains realized was $68,000were $71,000 and $136,000141,000 for the three and six months ended June 30, 2018, respectively, compared to 68,000 and 136,000 for the three and six months ended June 30, 2017, respectively, compared to $65,000respectively.
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| | |
| Notes to Financial Statements | Revenue | |
| | |
Revenue
The company has two revenue streams: product and $131,000services. Services include repair, refurbishment, preventive maintenance and rental of product. Services for the NA/HME and IPG segments include repair of product. Services for the Europe segment include repair, refurbishment and preventive maintenance services. Services for the Asia Pacific segment include rental and repair of product.
The following tables disaggregate the company’s revenues by major source and by reportable segment for the three and six months ended June 30, 2016, respectively.2018 and June 30, 2017 (in thousands):
|
| | | | | | | | | | | | |
| | | Three Months Ended June 30, 2018 |
| | | Product | | Service | | Total |
| Europe | | $ | 135,408 |
| | $ | 3,488 |
| | $ | 138,896 |
|
| NA/HME | | 79,667 |
| | 200 |
| | 79,867 |
|
| IPG | | 13,267 |
| | 437 |
| | 13,704 |
|
| Asia/Pacific | | 12,494 |
| | 1,191 |
| | 13,685 |
|
| Total | | $ | 240,836 |
| | $ | 5,316 |
| | $ | 246,152 |
|
| % Split | | 98% | | 2% | | 100% |
|
| | | | | | | | | | | | |
| | | Six Months Ended June 30, 2018 |
| | | Product | | Service | | Total |
| Europe | | $ | 263,410 |
| | $ | 6,800 |
| | $ | 270,210 |
|
| NA/HME | | 159,238 |
| | 411 |
| | 159,649 |
|
| IPG | | 27,775 |
| | 816 |
| | 28,591 |
|
| Asia/Pacific | | 22,439 |
| | 2,323 |
| | 24,762 |
|
| Total | | $ | 472,862 |
| | $ | 10,350 |
| | $ | 483,212 |
|
| % Split | | 98% | | 2% | | 100% |
|
| | | | | | | | | | | | |
| | | Three Months Ended June 30, 2017 |
| | | Product | | Service | | Total |
| Europe | | $ | 125,289 |
| | $ | 3,196 |
| | $ | 128,485 |
|
| NA/HME | | 77,094 |
| | 595 |
| | 77,689 |
|
| IPG | | 15,119 |
| | 201 |
| | 15,320 |
|
| Asia/Pacific | | 10,875 |
| | 1,148 |
| | 12,023 |
|
| Total | | $ | 228,377 |
| | $ | 5,140 |
| | $ | 233,517 |
|
| % Split | | 98% | | 2% | | 100% |
|
| | | | | | | | | | | | |
| | | Six Months Ended June 30, 2017 |
| | | Product | | Service | | Total |
| Europe | | $ | 242,079 |
| | $ | 5,914 |
| | $ | 247,993 |
|
| NA/HME | | 160,730 |
| | 1,221 |
| | 161,951 |
|
| IPG | | 31,357 |
| | 336 |
| | 31,693 |
|
| Asia/Pacific | | 21,367 |
| | 2,236 |
| | 23,603 |
|
| Total | | $ | 455,533 |
| | $ | 9,707 |
| | $ | 465,240 |
|
| % Split | | 98% | | 2% | | 100% |
The company's revenues are principally related to the sale of products, approximately 98%, with the remaining 2% related to services including repair, refurbishment, preventive maintenance and rental of product. While the company has a significant amount of contract types, the sales split by contract type is estimated as follows: general terms and conditions (35%), large national customers (25%), governments, principally pursuant to tender contracts (15%) and other customers including buying groups and independent customers (25%).
All product and substantially all service revenues are recognized at a point in time. The remaining service revenue, recognized over time, are reflected in the Europe segment and include multiple performance obligations. For such contracts, the company allocates revenue to each performance obligation based on its relative standalone selling price. The company generally determines the standalone selling price based on the expected cost-plus margin methodology.
Revenue is recognized when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the company’s products and services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring product or providing services. The amount of consideration received and revenue recognized by the company can vary as a result of variable consideration terms included in the contracts related to customer rebates, cash discounts and return policies. Customer rebates and cash discounts are estimated based on the most likely amount principle and these estimates are based on historical experience and anticipated performance. In addition, customers have the right to return product within the company’s normal terms policy, and as such the company estimates the expected returns based on an analysis of historical experience. The company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed. The company generally does not expect that there will be significant changes to its estimates of variable consideration (see “Receivables” and "Accrued Expenses" in the Notes to the Consolidated Financial Statements include elsewhere in this report for more detail).
Depending on the terms of the contract, the company may defer the recognition of a portion of the revenue at the end of a reporting period to align with transfer of control of the company’s products to the customer. In addition, to the extent performance obligations are satisfied over time, the company defers revenue recognition until the performance obligations are satisfied. As of June 30, 2018 and December 31, 2017, the company had deferred revenue of $3,092,000 and $2,770,000, respectively, related to outstanding performance obligations.
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| | |
| Notes to Financial Statements | Equity Compensation | |
| | | |
Equity Compensation
The company’s Common Shares have a $.25 stated value. The Common Shares and the Class B Common Shares generally have identical rights, terms and conditions and vote together as a single class on most issues, except that the Class B Common Shares have ten votes per share, carry a 10% lower cash dividend rate and, in general, can only be transferred to family members or for estate planning purposes. Holders of Class B Common Shares are entitled to convert their shares into Common Shares at any time on a share-for-share basis.
On May 31, 2017, the company received notice that holders of 703,912 When Class B Common Shares had electedare transferred out of a familial relationship, they automatically convert to convert allClass Common Shares.
As of their Class B Common Shares into Common Shares. After the conversion, 18,357June 30, 2018, 6,357 Class B Common Shares remained outstanding. The conversionConversion of Class B Common Shares have substantially diminished the significance of the Company’scompany’s dual class voting structure, as after completion,structure. As of June 30, 2018, the holders of the Common Shares represented approximately 99.5%99.9% of the Company’scompany’s total outstanding voting power.
Equity Compensation Plan
On May 16, 2013,17, 2018, the shareholders of the company approved the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Plan”), which was adopted on March 27, 2018 by the company's Board of Directors (the “Board”). The company’s Board adopted the 2018 Plan in order to authorize additional Common Shares for grant as equity compensation, and to reflect changes to Section 162(m) of the Internal Revenue Code (the “Code”) resulting from the U.S. Tax Cuts and Jobs Act of 2017.
Following shareholder approval of the 2018 Plan, all of the Common Shares then-remaining available for issuance under the Invacare Corporation 2013 Equity Compensation Plan (the “2013 Plan”), which was adopted on March 27, 2013 by and all of the company's BoardCommon Shares that were forfeited or remained unpurchased or undistributed upon termination or expiration of Directors (the “Board”). The Board adoptedawards under the 2013 Plan to replace the company's prior equity plan,and under the Invacare Corporation Amended and Restated 2003 Performance Plan (the “2003 Plan”), which expired on May 21, 2013. Due to its expiration, no new awards may be grantedbecome available for issuance under the 2018 Plan. Awards granted previously under the 2013 Plan and 2003 Plan; however, awards granted prior to its expirationPlan will remain outstanding until they are exercised, vest, terminate or expire in accordance witheffect under their original terms.
The 20132018 Plan uses a fungible share-counting method, under which each common shareCommon Share underlying an award of stock options or stock appreciation rights ("SAR") will count against the number of total shares available under the 20132018 Plan as one share; and each Common Share underlying any award other than a stock option or a SAR will count against the number of total shares available under the 20132018 Plan as two shares. Shares underlying awards made under the 2003 Plan or 2013 Plan that are canceledforfeited or forfeited may be added back toremain unpurchased or undistributed upon termination or expiration of the 2013 awards will become available under the 2018
Plan for use in future awards. Any Common Shares that are added back to the 20132018 Plan as the result of the cancellationforfeiture, termination or forfeitureexpiration of an award granted under the 2018 Plan or the 2013 Plan will be added back in the same manner such shares were originally counted against the total number of shares available under the 2018 Plan or 2013 Plan.Plan, as applicable. Each common shareCommon Share that is added back to the 20132018 Plan due to a cancellationforfeiture, termination or forfeitureexpiration of an award granted under the 2003 Plan will be added back as one Common Share. At June 30, 2017, an aggregate of 2,373,030 Common Shares underlie awards outstanding under the 2003
Plan, which shares may become available under the 2013 Plan to the extent such awards are forfeited or expire unexercised.
The Compensation and Management Development Committee of the Board (the “Compensation Committee”), in its discretion, may grant an award under the 20132018 Plan to any director or employee of the company or an affiliate. As of June 30, 2017, 1,372,287 common shares2018, 4,014,199 Common Shares were available for future issuance under the 20132018 Plan in connection with the following types of awards with respect to shares of the company's common shares:Common Shares: incentive stock options, nonqualified stock options, SARs, restricted stock, restricted stock units, unrestricted stock and performance shares. The Compensation Committee also may grant performance units that are payable in cash. The Compensation Committee has the authority to determine which participants will receive awards, the amount of the awards and the other terms and conditions of the awards.
The 20132018 Plan provides that shares granted come from the company's authorized but unissued common sharesCommon Shares or treasury shares. In addition, the company's stock-based compensation plans allow employee participants to exchange shares for minimum withholding taxes, which results in the company acquiring treasury shares.
The amounts of equity-based compensation expense recognized as part of selling, general and administrativeSG&A expenses were as follows (in thousands):
|
| | | | | | | |
| | For the Six Months Ended June 30, |
| | 2018 | | 2017 |
| Restricted stock / units | $ | 2,940 |
| | $ | 3,262 |
|
| Performance shares / units | (27 | ) | | 905 |
|
| Non-qualified and performance stock options | 30 |
| | 479 |
|
| Total stock-based compensation expense | $ | 2,943 |
| | $ | 4,646 |
|
|
| | | | | | | |
| | For the Six Months Ended June 30, |
| | 2017 | | 2016 |
| Restricted stock / units | $ | 3,262 |
| | $ | 3,081 |
|
| Performance shares / units | 905 |
| | 466 |
|
| Non-qualified and performance stock options | 479 |
| | 478 |
|
| Total stock-based compensation expense | $ | 4,646 |
| | $ | 4,025 |
|
As of June 30, 2017, unrecognized compensation expense related to equity-based compensation arrangements granted under the company's 2013 Plan and previous plans, which is related to non-vested options and shares, was as follows (in thousands):
|
| | | |
| | June 30, 2017 |
| Restricted stock and restricted stock units | $ | 9,896 |
|
| Performance shares and performance share units | 8,229 |
|
| Non-qualified and performance stock options | 3,725 |
|
| Total unrecognized stock-based compensation expense | $ | 21,850 |
|
|
| | |
| Notes to Financial Statements | Equity Compensation | |
| | | |
As of June 30, 2018, unrecognized compensation expense related to equity-based compensation arrangements granted under the company's 2018 Plan and previous plans, which is related to non-vested options and shares, was as follows (in thousands):
|
| | | |
| | June 30, 2018 |
| Restricted stock and restricted stock units | $ | 9,899 |
|
| Performance shares and performance share units | 10,890 |
|
| Non-qualified and performance stock options | 2,472 |
|
| Total unrecognized stock-based compensation expense | $ | 23,261 |
|
Total unrecognized compensation cost will be adjusted for future changes in actual and estimated forfeitures and for updated vesting assumptions for the performance share awards (see "Stock Options" and "Performance Shares and Performance Share Units" below). No tax benefitbenefits for share-based compensation waswere realized forduring the three andor six months ended
June 30, 20172018 and 20162017 due to a valuation allowance against deferred tax assets.
Stock Options
Generally, non-qualified stock option awards have a term of ten years and were granted with an exercise price per share
equal to the fair market value of one of the company’s Common Shares on the date of grant. Stock option awards granted in 2017 were performance-based awards which will only become exercisable if the performance goals established by the Compensation Committee are achieved over a 3-year period ending in 2019 and subject to the Compensation Committee's exercise of negative discretion to reduce the number of options vested based on the progress towards the company's transformation. The company expects the compensation expense to be recognized over a weighted-average period of approximately two years.
The following table summarizes information about stock option activity for the six months ended June 30, 2017:2018:
|
| | | | | | | |
| | June 30, 2017 | | Weighted Average Exercise Price |
| Options outstanding at January 1, 2017 | 2,542,732 |
| | $ | 21.19 |
|
| Granted | 756,420 |
| | 12.15 |
|
| Exercised | (103,775 | ) | | 13.77 |
|
| Canceled | (56,950 | ) | | 20.37 |
|
| Options outstanding at June 30, 2017 | 3,138,427 |
| | $ | 19.27 |
|
| Options exercise price range at June 30, 2017 | $ | 12.15 |
| to | $ | 33.36 |
|
| Options exercisable at June 30, 2017 | 2,379,987 |
| | |
| Shares available for grant at June 30, 2017* | 1,372,287 |
| | |
|
| | | | | | | |
| | June 30, 2018 | | Weighted Average Exercise Price |
| Options outstanding at January 1, 2018 | 2,631,569 |
| | $ | 19.44 |
|
| Granted | — |
| | — |
|
| Exercised | (183,349 | ) | | 14.28 |
|
| Canceled | (155,200 | ) | | 23.49 |
|
| Options outstanding at June 30, 2018 | 2,293,020 |
| | $ | 19.58 |
|
| Options exercise price range at June 30, 2018 | $ | 12.15 |
| to | $ | 33.36 |
|
| Options exercisable at June 30, 2018 | 1,693,244 |
| | |
| Shares available for grant at June 30, 2018* | 4,014,199 |
| | |
________
| |
| * | Shares available for grant as of June 30, 20172018 reduced by net restricted stock and restricted stock unit award and performance share and performance share unit award activity of 2,523,7962,684,726 shares and 2,124,2222,484,402 shares, respectively. |
The following table summarizes information about stock options outstanding at June 30, 2017:2018:
| | | | Options Outstanding | | Options Exercisable | Options Outstanding | | Options Exercisable |
| Exercise Prices | Number Outstanding at June 30, 2017 | | Weighted Average Remaining Contractual Life (Years) | | Weighted Average Exercise Price | | Number Exercisable at June 30, 2017 | | Weighted Average Exercise Price | Number Outstanding at June 30, 2018 | | Weighted Average Remaining Contractual Life (Years) | | Weighted Average Exercise Price | | Number Exercisable at June 30, 2018 | | Weighted Average Exercise Price |
| $ 12.15 – $20.00 | 1,318,466 |
| | 7.2 | | $ | 13.02 |
| | 580,876 |
| | $ | 14.19 |
| 887,935 |
| | 7.6 | | $ | 12.82 |
| | 288,159 |
| | $ | 14.23 |
|
| $ 20.01 – $25.00 | 1,079,227 |
| | 1.9 | | 22.56 |
| | 1,062,827 |
| | 22.55 |
| 726,751 |
| | 2.0 | | 22.20 |
| | 726,751 |
| | 22.20 |
|
| $ 25.01 – $30.00 | 736,238 |
| | 1.7 | | 25.55 |
| | 731,788 |
| | 25.55 |
| 673,838 |
| | 1.2 | | 25.56 |
| | 673,838 |
| | 25.56 |
|
| $ 30.01 – $33.36 | 4,496 |
| | 3.4 | | 33.36 |
| | 4,496 |
| | 33.36 |
| 4,496 |
| | 2.9 | | 33.36 |
| | 4,496 |
| | 33.36 |
|
| Total | 3,138,427 |
| | 4.6 | | $ | 19.27 |
| | 2,379,987 |
| | $ | 21.54 |
| 2,293,020 |
| | 3.8 | | $ | 19.58 |
| | 1,693,244 |
| | $ | 22.21 |
|
Pursuant to the plans, the Compensation Committee has established that grants may not be exercised within one year from the date grantedThe 2018 Plan provides for a one-year minimum vesting period for stock options and, generally, options must be exercised within ten years from the date granted. AllNo stock options were issued in 2018 and those issued in 2017 were performance-based and may vest after the conclusion of the three-year performance
period ending December 31, 2019 based on achievement of performance goals established by the Compensation Committee and subject to the Compensation Committee's exercise of negative discretion to reduce the number of options vested based on the progress towards the company's
transformation. All other
|
| | |
| Notes to Financial Statements | Equity Compensation | |
| | |
outstanding stock options were issued in 2014 andor prior years and were not performance-based.
For the stock options issued in 2014 and prior, 25% of such options vested one year following the issuance and provided a four-year vesting period whereby options vest in 25% installments in each year. Options granted with graded vesting were accounted for as single options.
|
| | |
Notes to Financial Statements | Equity Compensation | |
| | |
The fair value of options granted is estimated on the date of grant using a Black-Scholes option-pricing model. The calculated fair value of the 2017 performance option awards was $5.38 per option based on the following assumptions:
|
| | | |
| | 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 | % |
Expected dividend yield was based on historical dividends. Expected stock price volatility percentage was calculated at the date of grant based on historical stock prices for a period commensurate with the expected life of the option. The assumed expected life and forfeiture percentages werewas based on the company's historical analysis of option history.
Restricted Stock and Restricted Stock Units
The following table summarizes information about restricted shares and restricted share units (primarily for non-U.S. recipients):
| | | | June 30, 2017 | | Weighted Average Fair Value | June 30, 2018 | | Weighted Average Fair Value |
Stock / Units unvested at January 1, 2017 | 878,356 |
| | $ | 15.87 |
| |
Stock / Units unvested at January 1, 2018 | | 776,520 |
| | $ | 13.75 |
|
| Granted | 480,742 |
| | 12.09 |
| 367,327 |
| | 17.51 |
|
| Vested | (364,367 | ) | | 16.66 |
| (366,794 | ) | | 15.00 |
|
| Canceled | (99,011 | ) | | 14.22 |
| (45,820 | ) | | 13.11 |
|
Stock / Units unvested at June 30, 2017 | 895,720 |
| | $ | 13.70 |
| |
Stock / Units unvested at June 30, 2018 | | 731,233 |
| | $ | 15.06 |
|
The restricted stock awards generally vest ratably over the three years after the award date, except for those awards granted in 2014, which vest after a three-year period.date. Unearned restricted stock compensation, determined as the market value of the shares at the date of grant, is being amortized on a straight-line basis over the vesting period.
Performance Shares and Performance Share Units
The following table summarizes information about performance shares and performance share units (for non-U.S. recipients):
| | | | June 30, 2017 | | Weighted Average Fair Value | June 30, 2018 | | Weighted Average Fair Value |
| Shares / Units unvested at January 1, 2017 | 309,468 |
| | $ | 14.58 |
| |
| Shares / Units unvested at January 1, 2018 | | 457,879 |
| | $ | 12.33 |
|
| Granted | 336,694 |
| | 12.02 |
| 205,164 |
| | 17.48 |
|
| Vested | — |
| | — |
| — |
| | — |
|
| Canceled | (3,711 | ) | | 12.82 |
| (2,088 | ) | | 12.82 |
|
| Shares / Units unvested at June 30, 2017 | 642,451 |
| | $ | 13.25 |
| |
| Shares / Units unvested at June 30, 2018 | | 660,955 |
| | $ | 13.93 |
|
During the six months ended June 30, 2017,2018, performance shares and performance share units (for non-U.S. recipients) were granted as performance awards with a three-year performance period with payouts based on achievement of certain performance goals. The awards are classified as equity awards as they will be settled in common sharesCommon Shares upon vesting. The number of shares earned will be determined at the end of the three-year performance period based on achievement of performance criteria for January 1, 20172018 through December 31, 20192020 established by the Compensation Committee at the time of grant. Recipients will be entitled to receive a number of common sharesCommon Shares equal to the number of performance shares that vest based upon the levels of achievement which may range between 0% and 150% of the target number of shares with the target being 100% of the initial grant.
The fair value of the performance awards is based on the stock price on the date of grant discounted for the estimated value of dividends foregone as the awards are not eligible for dividends except to the extent vested. The company assesses the probability that the performance targets will be met with expense recognized whenever it is probable that at least the minimum performance criteria will be achieved. Depending upon the company's assessment of the probability of achievement of the goals, the company may not recognize any expense associated with performance awards in a given period, may reverse prior expense recorded or record additional expense to make up for expense not recorded in a prior period. Performance award compensation expense is generally expected to be recognized over three years. No performance award expense has beenExpense is being recognized for the 20152016, 2017 and 2018 awards as it is not considered probable that the performance goals for those awards will be met. Expense is being recognized for the 2016 and 2017 awards.
|
| | |
| Notes to Financial Statements | Accumulated Other Comprehensive Income | |
| | | |
Accumulated Other Comprehensive Income (Loss) by Component
Changes in accumulated other comprehensive income ("OCI") for the three and six months ended June 30, 20172018 and June 30, 2016,2017, respectively, were as follows (in thousands):
| | | | | Foreign Currency | | Long-Term Notes | | Defined Benefit Plans | | Derivatives | | Total | | Foreign Currency | | Long-Term Notes | | Defined Benefit Plans | | Derivatives | | Total |
| March 31, 2017 | | $ | (28,352 | ) | | $ | 20,474 |
| | $ | (11,543 | ) | | $ | 1,205 |
| | $ | (18,216 | ) | |
| March 31, 2018 | | | $ | 59,085 |
| | $ | (1,505 | ) | | $ | (7,699 | ) | | $ | (1,379 | ) | | $ | 48,502 |
|
| OCI before reclassifications | | 37,163 |
| | (10,852 | ) | | (480 | ) | | (1,335 | ) | | 24,496 |
| | (25,407 | ) | | 1,969 |
| | 291 |
| | 1,128 |
| | (22,019 | ) |
| Amount reclassified from accumulated OCI | | — |
| | — |
| | 54 |
| | (301 | ) | | (247 | ) | | — |
| | — |
| | (1 | ) | | 577 |
| | 576 |
|
| Net current-period OCI | | 37,163 |
| | (10,852 | ) | | (426 | ) | | (1,636 | ) | | 24,249 |
| | (25,407 | ) | | 1,969 |
| | 290 |
| | 1,705 |
| | (21,443 | ) |
| June 30, 2017 | | $ | 8,811 |
| | $ | 9,622 |
| | $ | (11,969 | ) | | $ | (431 | ) | | $ | 6,033 |
| |
| June 30, 2018 | | | $ | 33,678 |
| | $ | 464 |
| | $ | (7,409 | ) | | $ | 326 |
| | $ | 27,059 |
|
| | | December 31, 2016 | | $ | (26,199 | ) | | $ | 17,372 |
| | $ | (11,248 | ) | | $ | 740 |
| | $ | (19,335 | ) | |
| December 31, 2017 | | | $ | 50,376 |
| | $ | (4,612 | ) | | $ | (7,652 | ) | | $ | (1,242 | ) | | $ | 36,870 |
|
| OCI before reclassifications | | 35,010 |
| | (7,750 | ) | | (985 | ) | | (571 | ) | | 25,704 |
| | (16,698 | ) | | 5,076 |
| | 373 |
| | 743 |
| | (10,506 | ) |
| Amount reclassified from accumulated OCI | | — |
| | — |
| | 264 |
| | (600 | ) | | (336 | ) | | — |
| | — |
| | (130 | ) | | 825 |
| | 695 |
|
| Net current-period OCI | | 35,010 |
| | (7,750 | ) | | (721 | ) | | (1,171 | ) | | 25,368 |
| | (16,698 | ) | | 5,076 |
| | 243 |
| | 1,568 |
| | (9,811 | ) |
| June 30, 2017 | | $ | 8,811 |
| | $ | 9,622 |
| | $ | (11,969 | ) | | $ | (431 | ) | | $ | 6,033 |
| |
| June 30, 2018 | | | $ | 33,678 |
| | $ | 464 |
| | $ | (7,409 | ) | | $ | 326 |
| | $ | 27,059 |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | March 31, 2016 | | $ | 6,474 |
| | $ | 2,662 |
| | $ | (9,947 | ) | | $ | 2,965 |
| | $ | 2,154 |
| |
| March 31, 2017 | | | $ | (28,352 | ) | | $ | 20,474 |
| | $ | (11,543 | ) | | $ | 1,205 |
| | $ | (18,216 | ) |
| OCI before reclassifications | | 9,982 |
| | 325 |
| | (77 | ) | | (2,059 | ) | | 8,171 |
| | 37,163 |
| | (10,852 | ) | | (480 | ) | | (1,335 | ) | | 24,496 |
|
| Amount reclassified from accumulated OCI | | — |
| | — |
| | 71 |
| | (208 | ) | | (137 | ) | | — |
| | — |
| | 54 |
| | (301 | ) | | (247 | ) |
| Net current-period OCI | | 9,982 |
| | 325 |
| | (6 | ) | | (2,267 | ) | | 8,034 |
| | 37,163 |
| | (10,852 | ) | | (426 | ) | | (1,636 | ) | | 24,249 |
|
| June 30, 2016 | | $ | 16,456 |
| | $ | 2,987 |
| | $ | (9,953 | ) | | $ | 698 |
| | $ | 10,188 |
| |
| June 30, 2017 | | | $ | 8,811 |
| | $ | 9,622 |
| | $ | (11,969 | ) | | $ | (431 | ) | | $ | 6,033 |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2015 | | $ | (5,744 | ) | | $ | 4,111 |
| | $ | (9,757 | ) | | $ | 2,003 |
| | $ | (9,387 | ) | |
| December 31, 2016 | | | $ | (26,199 | ) | | $ | 17,372 |
| | $ | (11,248 | ) | | $ | 740 |
| | $ | (19,335 | ) |
| OCI before reclassifications | | 22,200 |
| | (1,124 | ) | | (272 | ) | | (931 | ) | | 19,873 |
| | 35,010 |
| | (7,750 | ) | | (985 | ) | | (571 | ) | | 25,704 |
|
| Amount reclassified from accumulated OCI | | — |
| | — |
| | 76 |
| | (374 | ) | | (298 | ) | | — |
| | — |
| | 264 |
| | (600 | ) | | (336 | ) |
| Net current-period OCI | | 22,200 |
| | (1,124 | ) | | (196 | ) | | (1,305 | ) | | 19,575 |
| | 35,010 |
| | (7,750 | ) | | (721 | ) | | (1,171 | ) | | 25,368 |
|
| June 30, 2016 | | $ | 16,456 |
| | $ | 2,987 |
| | $ | (9,953 | ) | | $ | 698 |
| | $ | 10,188 |
| |
| June 30, 2017 | | | $ | 8,811 |
| | $ | 9,622 |
| | $ | (11,969 | ) | | $ | (431 | ) | | $ | 6,033 |
|
| | | | | | | | | | | | | | | | | | | | | |
|
| | |
| Notes to Financial Statements | Accumulated Other Comprehensive Income | |
| | | |
Reclassifications out of accumulated OCI for the three and six months ended June 30, 20172018 and June 30, 20162017 were as follows (in thousands):
| | | | | Amount reclassified from OCI | | Affected line item in the Statement of Comprehensive (Income) Loss | | Amount reclassified from OCI | | | | | | Affected line item in the Statement of Comprehensive (Income) Loss |
| | | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | | | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | | |
| | | 2017 | | 2016 | | 2017 | | 2016 | | | 2018 | | 2017 | | 2018 | | 2017 | |
| Defined Benefit Plans | | | | | |
| | | | | | | | | |
| | | | |
| Service and interest costs | | $ | 54 |
| | $ | 71 |
| | $ | 264 |
| | $ | 76 |
| | Selling, General and Administrative | | $ | (1 | ) | | $ | 54 |
| | $ | (130 | ) | | $ | 264 |
| | Selling, General and Administrative |
| Tax | | — |
| | — |
| | — |
| | — |
| | Income Taxes | | — |
| | — |
| | — |
| | — |
| | Income Taxes |
| Total after tax | | $ | 54 |
| | $ | 71 |
| | $ | 264 |
| | $ | 76 |
| | | $ | (1 | ) | | $ | 54 |
| | $ | (130 | ) | | $ | 264 |
| |
| | | | | | | | | | | | | | | | | | | |
| Derivatives | | | | | | | | | | | | | | | | | | |
| Foreign currency forward contracts hedging sales | | $ | 166 |
| | $ | (982 | ) | | $ | 234 |
| | $ | (1,409 | ) | | Net Sales | | $ | 209 |
| | $ | 166 |
| | $ | 234 |
| | $ | 234 |
| | Net Sales |
| Foreign currency forward contracts hedging purchases | | (481 | ) | | 719 |
| | (872 | ) | | 957 |
| | Cost of Products Sold | | 429 |
| | (481 | ) | | 680 |
| | (872 | ) | | Cost of Products Sold |
| Total before tax | | (315 | ) | | (263 | ) | | (638 | ) | | (452 | ) | | |
| Total loss (income) before tax | | | 638 |
| | (315 | ) | | 914 |
| | (638 | ) | |
| Tax | | 14 |
| | 55 |
| | 38 |
| | 78 |
| | Income Taxes | | (61 | ) | | 14 |
| | (89 | ) | | 38 |
| | Income Taxes |
| Total after tax | | $ | (301 | ) | | $ | (208 | ) | | $ | (600 | ) | | $ | (374 | ) | | | $ | 577 |
| | $ | (301 | ) | | $ | 825 |
| | $ | (600 | ) | |
|
| | |
| Notes to Financial Statements | Charges Related to Restructuring Activities | |
| | | |
Charges Related to Restructuring Activities
The company's restructuring charges were originally necessitated primarily by continued declines in Medicare and Medicaid reimbursement by the U.S. government, as well as similar healthcare reimbursement pressures abroad, which negatively affect the company's customers (e.g. home health care providers) and continued pricing pressures faced by the company due to the outsourcing by competitors to lower cost locations. Restructuring decisions were also the result of reduced profitability in the NA/HME and Asia/Pacific segments. In addition, as a result of the company's transformation strategy, additional restructuring actions were incurredimplemented in 20162017 and continued in 2017.2018. The company expects any near-term cost savings from restructuring will be offset by other costs because of pressures on the business.
For the six months ended June 30, 2017,2018, charges totaled $8,270,000$745,000 which were related to severance in NA/HME ($5,522,000)86,000), Europe ($1,204,000)401,000) and Asia/Pacific ($896,000) as well as building lease258,000). In NA/HME, costs were incurred related to severance ($124,000) and contract termination costs in the NA/HME segmentcost reversals ($648,000)135,000). The NA/HMEEuropean and Asia/Pacific charges include the impact of the company's closure of its Suzhou, China, manufacturing facility, which is expected to generate approximately $4,000,000 in annualized pre-tax savingswere for the NA/HME segment.severance costs. Payments for the six months ended June 30, 20172018 were $4,800,000$3,474,000 and the cash payments were funded with company's cash on hand. Most of the 20172018 charges are expected to be paid out within twelve months.
For the six months ended June 30, 2016,2017, charges totaled $791,000$8,270,000 which were related to severance in NA/HME ($332,000)6,170,000), Europe segment ($1,204,000) and Asia/Pacific ($68,000) as well as building lease896,000). In NA/HME, costs were incurred related to severance ($5,522,000) and contract termination costs in($648,000). The NA/HME charges include the NA/HME segment ($391,000).impact of the company's closure of its Suzhou, China, manufacturing facility. The European and Asia/Pacific charges were for severance costs. Payments for the six months ended June 30, 20162017 were $1,614,000$4,800,000 and the cash payments were funded with company's cash on hand. Most of the 20162017 charges have been paid out.
There have been no material changes in accrued balances related to the charges, either as a result of revisions to the plans or changes in estimates. In addition, the savings anticipated as a result of the company's restructuring plans have been or are expected to be achieved, primarily resulting in reduced salary and benefit costs principally impacting Selling, General and Administrative expenses, and to a lesser extent, Costs of Products Sold. However, in general, these savings have been more than offset by the general business decline, higher regulatory and compliance costs related to quality system improvements, and more recently, higher interest expense. To date, the company's liquidity has not been materially impacted. Please refer to Charges Related to Restructuring Activities of company's Annual Report on Form 10-K for the period ending December 31, 20162017 for disclosure of restructuring activity prior to 2017.2018.
|
| | |
| Notes to Financial Statements | Charges Related to Restructuring Activities | |
| | | |
A progression by reporting segment of the accruals recorded as a result of the restructuring for 2017the six months ended June 30, 2018 is as follows (in thousands):
| | | | Severance | | Contract Terminations | | Total | Severance | | Contract Terminations | | Total |
| December 31, 2016 Balance | | | | | | |
| December 31, 2017 Balances | | | | | | |
| NA/HME | $ | 783 |
| | $ | 120 |
| | $ | 903 |
| $ | 2,439 |
| | $ | 167 |
| | $ | 2,606 |
|
| Europe | | 249 |
| | 134 |
| | 383 |
|
| Other | 1,266 |
| | — |
| | 1,266 |
| 1,016 |
| | — |
| | 1,016 |
|
| Total | 2,049 |
| | 120 |
| | 2,169 |
| 3,704 |
| | 301 |
| | 4,005 |
|
| Charges | | | | | | | | | | |
| NA/HME | 2,095 |
| | 147 |
| | 2,242 |
| 97 |
| | — |
| | 97 |
|
| Europe | 690 |
| | — |
| | 690 |
| 293 |
| | — |
| | 293 |
|
| Asia/Pacific | 351 |
| | — |
| | 351 |
| 11 |
| | — |
| | 11 |
|
| Total | 3,136 |
| | 147 |
| | 3,283 |
| 401 |
| | — |
| | 401 |
|
| Payments | | | | | | | | | | |
| NA/HME | (1,488 | ) | | (96 | ) | | (1,584 | ) | (1,697 | ) | | (57 | ) | | (1,754 | ) |
| Europe | (190 | ) | | — |
| | (190 | ) | (338 | ) | | (97 | ) | | (435 | ) |
| Asia/Pacific | (228 | ) | | — |
| | (228 | ) | (11 | ) | | — |
| | (11 | ) |
| Other | (249 | ) | | — |
| | (249 | ) | (260 | ) | | — |
| | (260 | ) |
| Total | (2,155 | ) | | (96 | ) | | (2,251 | ) | (2,306 | ) | | (154 | ) | | (2,460 | ) |
| March 31, 2017 Balance | | | | | | |
| March 31, 2018 Balances | | | | | | |
| NA/HME | 1,390 |
| | 171 |
| | 1,561 |
| 839 |
| | 110 |
| | 949 |
|
| Europe | 500 |
| | — |
| | 500 |
| 204 |
| | 37 |
| | 241 |
|
| Asia/Pacific | 123 |
| | — |
| | 123 |
| |
| Other | 1,017 |
| | — |
| | 1,017 |
| 756 |
| | — |
| | 756 |
|
| Total | 3,030 |
| | 171 |
| | 3,201 |
| 1,799 |
| | 147 |
| | 1,946 |
|
| Charges | | | | | | |
| Charges (Reversals) | | | | | | |
| NA/HME | 3,427 |
| | 501 |
| | 3,928 |
| 124 |
| | (135 | ) | | (11 | ) |
| Europe | 514 |
| | — |
| | 514 |
| 108 |
| | — |
| | 108 |
|
| Asia/Pacific | 545 |
| | — |
| | 545 |
| 247 |
| | — |
| | 247 |
|
| Total | 4,486 |
| | 501 |
| | 4,987 |
| 479 |
| | (135 | ) | | 344 |
|
| Payments | | | | | | | | | | |
| NA/HME | (1,362 | ) | | (189 | ) | | (1,551 | ) | (601 | ) | | 66 |
| | (535 | ) |
| Europe | (340 | ) | | — |
| | (340 | ) | (195 | ) | | (37 | ) | | (232 | ) |
| Asia/Pacific | (658 | ) | | — |
| | (658 | ) | (247 | ) | | — |
| | (247 | ) |
| Total | (2,360 | ) | | (189 | ) | | (2,549 | ) | (1,043 | ) | | 29 |
| | (1,014 | ) |
| June 30, 2017 Balance | | | | | | |
| June 30, 2018 Balances | | | | | | |
| NA/HME | 3,455 |
| | 483 |
| | 3,938 |
| 362 |
| | 41 |
| | 403 |
|
| Europe | 674 |
| | — |
| | 674 |
| 117 |
| | — |
| | 117 |
|
| Asia/Pacific | 10 |
| | — |
| | 10 |
| |
| Other | 1,017 |
| | — |
| | 1,017 |
| 756 |
| | — |
| | 756 |
|
| Total | $ | 5,156 |
| | $ | 483 |
| | $ | 5,639 |
| $ | 1,235 |
| | $ | 41 |
| | $ | 1,276 |
|
| | | | | | | | | | | |
|
| | |
| Notes to Financial Statements | Income Taxes | |
| | | |
Income Taxes
The company had an effective tax rate of 10.2%21.9% and 13.4%21.0% on losses before income tax from continuing operations for the three and six months ended June 30, 2017,2018, respectively, andcompared to an expected benefit of 21% on the continuing operations pre-tax loss for each period. The company had an effective tax rate of 20.2%10.2% and 23.0%13.4% on losses before tax from continuing operations for the three and six months ended June 30, 2016,2017, respectively, compared to an expected benefit at the U.S. statutory rate of 35% on the continuing operations pre-tax lossesloss for each period. The company's effective tax rate for each of the three and six months ended June 30, 20172018 and June 30, 2016 was2017 were unfavorable as compared to the U.S. federal statutory rate expected benefit, principally due to the negative impact of the company's inabilitycompany not being able to record tax benefits related to the significant losses in countries which had tax valuation allowances. The effective tax rate was reducedincreased for the three and six months ended June 30, 2018 and decreased for the three months ended June 30, 2017 by certain taxes outside the United States, excluding countries with tax valuation allowances, that were at an effective rate higher than the U.S. statutory rate for the three and six months ended June 30, 2018 and lower than the U.S. statutory rate. During 2016, installment paymentsrate for the three months ended June 30, 2017.
The US Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted on December 22, 2017. The Tax Act subjects a US shareholder to current tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. The company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred.
In accordance with the SEC issued SAB 118, which provided guidance on accounting for the tax effects of the Tax Act, the company made certain provisional estimates at December 31, 2017. The company determined that the provisional calculations will be finalized after the underlying timing differences and foreign earnings and profits are finalized with our 2017 federal tax return filing. Furthermore, the company is still analyzing certain aspects of the Tax Act and refining its calculations which could potentially affect the measurement of these balances or potentially give rise to new or additional deferred tax amounts. No adjustments were made in the first quarter related to a previously disclosed liability for uncertain tax positions, and subsequent to the end ofcompany's provisional calculations during the first quarter the company accelerated and paid the balance of the installment obligation, in order to reduce interest costs.or six months ended June 30, 2018.
|
| | |
| Notes to Financial Statements | Net Loss Per Common Share | |
| | | |
Net Loss Per Common Share
The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated.
| | | (In thousands except per share data) | For the Three Months Ended June 30, | | For the Six Months Ended June 30, | For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
| | 2017 | | 2016 | | 2017 | | 2016 | 2018 | | 2017 | | 2018 | | 2017 |
| Basic | | | | | | | | | | | | | | |
| Average common shares outstanding | 32,833 |
| | 32,176 |
| | 32,654 |
| | 32,274 |
| 33,169 |
| | 32,833 |
| | 33,040 |
| | 32,654 |
|
| | | | | | | | | | | | | | | |
| Net loss | $ | (23,508 | ) | | $ | (11,580 | ) | | $ | (40,288 | ) | | $ | (20,196 | ) | $ | (16,543 | ) | | $ | (23,508 | ) | | $ | (30,651 | ) | | $ | (40,288 | ) |
| | | | | | | | | | | | | | | |
| Net loss per common share | $ | (0.72 | ) | | $ | (0.36 | ) | | $ | (1.23 | ) | | $ | (0.63 | ) | $ | (0.50 | ) | | $ | (0.72 | ) | | $ | (0.93 | ) | | $ | (1.23 | ) |
| | | | | | | | | | | | | | | |
| Diluted | | | | | | | | | | | | | | |
| Average common shares outstanding | 32,833 |
| | 32,176 |
| | 32,654 |
| | 32,274 |
| 33,169 |
| | 32,833 |
| | 33,040 |
| | 32,654 |
|
| Stock options and awards | 360 |
| | 354 |
| | 293 |
| | 298 |
| 827 |
| | 360 |
| | 827 |
| | 293 |
|
| Average common shares assuming dilution | 33,193 |
| | 32,530 |
| | 32,947 |
| | 32,572 |
| 33,996 |
| | 33,193 |
| | 33,867 |
| | 32,947 |
|
| | | | | | | | | | | | | | | |
| Net loss | $ | (23,508 | ) | | $ | (11,580 | ) | | $ | (40,288 | ) | | $ | (20,196 | ) | $ | (16,543 | ) | | $ | (23,508 | ) | | $ | (30,651 | ) | | $ | (40,288 | ) |
| | | | | | | | | | | | | | | |
| Net loss per common share * | $ | (0.72 | ) | | $ | (0.36 | ) | | $ | (1.23 | ) | | $ | (0.63 | ) | $ | (0.50 | ) | | $ | (0.72 | ) | | $ | (0.93 | ) | | $ | (1.23 | ) |
________
* Net loss per common share assuming dilution calculated utilizing weighted average shares outstanding-basic for the periods in which there was a net loss.
At June 30, 2018, 329,315 shares associated with stock options were excluded from the average common shares assuming dilution for both the three and six months ended June 30, 2018 as they were anti-dilutive. At June 30, 2018, the majority of the anti-dilutive shares were granted at an exercise price of $25.79, which was higher than the average fair market value price of $18.09 and $17.87 for the three and six months ended June 30, 2018, respectively.
At June 30, 2017, 1,353,144 and 1,629,336 shares associated with stock options were excluded from the average common shares assuming dilution for the three and six months ended June 30, 2017, respectively, as they were anti-dilutive. At June 30, 2017, the majority of the anti-dilutive shares were granted at an exercise price of $25.79, which was higher than the average fair market value pricesprice of $13.14 and $12.57 for the three and six months ended June 30, 2017.
At June 30, 2016, 2,810,386 and 2,787,067 shares associated with stock options were excluded from the average common shares assuming dilution for the three and six months ended June 30, 2016 as they were anti-dilutive. At June 30, 2016, the majority of the anti-dilutive shares were granted at an exercise price of $25.24, which was higher than the average fair market value prices of $11.79 and $12.96 for the three and six months ended June 30, 2016.2017, respectively.
For both the three and months ended June 30, 20172018 and June 30, 2016,2017, respectively, no shares were included in the common shares assuming dilution related to the company's issued warrants as the average market price of the company stock for these periods did not exceed the strike price of the warrants.
|
| | |
| Notes to Financial Statements | Concentration of Credit Risk | |
| | | |
Concentration of Credit Risk
The company manufactures and distributes durable medical equipment to the home health care, retail and extended care markets. The company performs credit evaluations of its customers’ financial condition. The company utilizes De Lage Landen, Inc. (“DLL”), a third-party financing company, to provide lease financing to Invacare's U.S. customers. The DLL agreement provides for direct leasing between DLL and the Invacare customer. The company retains a recourse obligation of $3,664,000$2,088,000 at June 30, 20172018 to DLL for events of default under the contracts, which total $24,608,000$16,281,000 at June 30, 2017.2018. Guarantees, ASC 460, requires the company to record a guarantee liability as it relates to the limited recourse obligation. The company's recourse is re-evaluated by DLL biannually, and DLL considers activity between the biannual dates and excludes any receivables purchased by the company from DLL. The company monitors the collections status of these contracts and has provided amounts for estimated losses in its allowances for doubtful accounts in accordance with Receivables, ASC 310-10-05-4. Credit losses are provided for in the financial statements.
Substantially all the company’s receivables are due from health care, medical equipment providers and long termlong-term care facilities located throughout the United States, Australia, Canada, New Zealand and Europe. A significant portion of products sold to dealers, both foreign and domestic, is ultimately funded through government reimbursement programs such as Medicare and Medicaid. The company has also seen a significant shift in reimbursement to customers from managed care entities. Therefore,As a consequence, changes in these programs can have an adverse impact on dealer liquidity and profitability. In addition, reimbursement guidelines in the home health care industry have a substantial impact on the nature and type of equipment an end user can obtain as well as the timing of reimbursement and, thus, affect the product mix, pricing and payment patterns of the company’s customers.
|
| | |
| Notes to Financial Statements | Derivatives | |
| | | |
Derivatives
ASC 815 requires companies to recognize all derivative instruments in the consolidated balance sheet as either assets or liabilities at fair value. The accounting for changes in fair value of a derivative is dependent upon whether or not the derivative has been designated and qualifies for hedge accounting treatment and the type of hedging relationship. For derivatives designated and qualifying as hedging instruments, the company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.
Cash Flow Hedging Strategy
The company uses derivative instruments in an attempt to manage its exposure to transactional foreign currency exchange risk and interest rate risk. Foreign forward exchange contracts are used to manage the price risk associated with forecasted sales denominated in foreign currencies and the price risk associated with forecasted purchases of inventory over the next twelve months.
The company recognizes its derivative instruments as assets or liabilities in the consolidated balance sheet measured at fair value. A majority of the company’s derivative instruments are designated and qualify as cash flow hedges. Accordingly, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the fair value of the hedged item, if any, is recognized in current earnings during the period of change.
To protect against increases/decreases in forecasted foreign currency cash flows resulting from inventory purchases/sales over the next year, the company utilizes foreign currency forward contracts to hedge portions of its forecasted purchases/sales denominated in foreign currencies. The gains and losses are included in cost of products sold and selling, general and administrative expenses on the consolidated statement of comprehensive income (loss). If it is later determined that a hedged forecasted transaction is unlikely to occur, any prospective gains or losses on the forward contracts would be recognized in earnings. The company does not expect any material amount of hedge ineffectiveness related to forward contract cash flow hedges during the next twelve months.
The company has historically not recognized any material amount of ineffectiveness related to forward contract cash flow hedges because the company generally limits its hedges to between 50% and 90% of total forecasted transactions for a given entity’s exposure to currency rate changes and the transactions hedged are recurring in nature. Furthermore, most of the hedged transactions are related to intercompany sales and purchases for which settlement occurs on a specific day each month. Forward contracts with a total notional amount in USD of $43,692,000$50,475,000 and $81,035,000$43,692,000 matured for the three and six months ended June 30, 2017 compared to $58,898,0002018 and $112,226,000 matured for the three and six months ended June 30, 2016,2017, respectively.
|
| | |
| Notes to Financial Statements | Derivatives | |
| | | |
Outstanding foreign currency forward exchange contracts qualifying and designated for hedge accounting treatment were as follows (in thousands USD):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| | Notional Amount | | Unrealized Net Gain (Loss) | | Notional Amount | | Unrealized Net Gain (Loss) | Notional Amount | | Unrealized Net Gain (Loss) | | Notional Amount | | Unrealized Net Gain (Loss) |
| USD / AUD | $ | 2,871 |
| | $ | (34 | ) | | $ | 5,841 |
| | $ | 316 |
| $ | 2,580 |
| | $ | 161 |
| | $ | 3,960 |
| | $ | 44 |
|
| USD / CAD | 1,002 |
| | 26 |
| | 2,604 |
| | (18 | ) | 17,428 |
| | (80 | ) | | 33,344 |
| | 115 |
|
| USD / CNY | 1,940 |
| | (12 | ) | | 11,252 |
| | (301 | ) | 2,016 |
| | 21 |
| | 4,027 |
| | 61 |
|
| USD / CHF | 180 |
| | 1 |
| | 370 |
| | 15 |
| |
| USD / EUR | 38,793 |
| | (933 | ) | | 60,387 |
| | 1,826 |
| 40,266 |
| | 851 |
| | 72,259 |
| | (558 | ) |
| USD / GBP | 2,114 |
| | (91 | ) | | 3,253 |
| | (75 | ) | 2,468 |
| | (10 | ) | | 4,640 |
| | (124 | ) |
| USD / NZD | 6,140 |
| | 179 |
| | 9,650 |
| | (64 | ) | 5,910 |
| | (105 | ) | | 9,300 |
| | 11 |
|
| USD / SEK | 1,889 |
| | (36 | ) | | 4,923 |
| | 146 |
| 1,052 |
| | 122 |
| | — |
| | — |
|
| USD / MXP | 3,047 |
| | 260 |
| | 6,148 |
| | (417 | ) | 3,279 |
| | (12 | ) | | 6,461 |
| | (158 | ) |
| EUR / AUD | 271 |
| | 4 |
| | 506 |
| | 6 |
| |
| EUR / GBP | 15,986 |
| | (14 | ) | | 14,511 |
| | (686 | ) | 16,722 |
| | (461 | ) | | 32,248 |
| | (682 | ) |
| EUR / SEK | | 3,802 |
| | 145 |
| | 7,732 |
| | 39 |
|
| EUR / NOK | 1,558 |
| | 50 |
| | 2,503 |
| | (25 | ) | 2,289 |
| | (59 | ) | | 4,521 |
| | 68 |
|
| EUR / NZD | 1,914 |
| | (16 | ) | | 3,777 |
| | 16 |
| 1,403 |
| | (10 | ) | | 2,855 |
| | (8 | ) |
| GBP / AUD | 269 |
| | 13 |
| | 503 |
| | 34 |
| |
| GBP / CHF | 264 |
| | (2 | ) | | 215 |
| | (10 | ) | |
| GBP / SEK | 1,726 |
| | (5 | ) | | 1,389 |
| | (42 | ) | |
| CHF / DKK | 327 |
| | 3 |
| | 595 |
| | (2 | ) | |
| DKK / SEK | 2,318 |
| | 25 |
| | 31,978 |
| | 49 |
| 3,013 |
| | (156 | ) | | 6,453 |
| | (120 | ) |
| NOK / CHF | 716 |
| | 13 |
| | 1,335 |
| | (13 | ) | |
| NOK / SEK | 1,418 |
| | 69 |
| | 2,618 |
| | 21 |
| |
| | $ | 84,743 |
| | $ | (500 | ) | | $ | 164,358 |
| | $ | 776 |
| $ | 102,228 |
| | $ | 407 |
| | $ | 187,800 |
| | $ | (1,312 | ) |
Derivatives Not Qualifying or Designated for Hedge Accounting Treatment
The company utilizes foreign currency forward contracts that are not designated as hedges in accordance with ASC 815. These contracts are entered into to eliminate the risk associated with the settlement of short-term intercompany trading receivables and payables between Invacare Corporation and its foreign subsidiaries. The currency forward contracts are entered into at the same time as the intercompany receivables or payables are created so that upon settlement, the gain/loss on the settlement is offset by the gain/loss on the foreign currency forward contract. No material net gain or loss was realized by the company in 20172018 or 20162017 related to these contracts and the associated short-term intercompany trading receivables and payables.
Foreign currency forward exchange contracts not qualifying or designated for hedge accounting treatment, as well as ineffective hedges, entered into in 2018 and 2017, respectively, and outstanding were as follows (in thousands USD):
|
| | | | | | | | | | | | | | | |
| | June 30, 2018 | | December 31, 2017 |
| | Notional Amount | | Gain (Loss) | | Notional Amount | | Gain (Loss) |
| AUD / USD | $ | 2,818 |
| | $ | 69 |
| | $ | 2,750 |
| | $ | (77 | ) |
| EUR / USD | 7,695 |
| | 472 |
| | — |
| | — |
|
| NZD / USD | — |
| | — |
| | 3,300 |
| | (53 | ) |
| EUR / AUD | 2,894 |
| | (87 | ) | | 4,000 |
| | 43 |
|
| AUD / NZD | 2,439 |
| | (26 | ) | | 3,600 |
| | 9 |
|
| EUR / NOK | 36 |
| | (1 | ) | | — |
| | — |
|
| | $ | 15,882 |
| | $ | 427 |
| | $ | 13,650 |
| | $ | (78 | ) |
|
| | |
| Notes to Financial Statements | Derivatives | |
| | | |
Foreign currency forward exchange contracts not qualifying or designated for hedge accounting treatment, as well as ineffective hedges, entered into in 2017 and 2016, respectively, and outstanding were as follows (in thousands USD):
|
| | | | | | | | | | | | | | | |
| | June 30, 2017 | | December 31, 2016 |
| | Notional Amount | | Gain (Loss) | | Notional Amount | | Gain (Loss) |
| AUD / USD | $ | 10,100 |
| | $ | (206 | ) | | $ | 5,800 |
| | $ | 204 |
|
| CNY / USD | 8,822 |
| | 334 |
| | 5,556 |
| | (24 | ) |
| AUD / NZD | 5,000 |
| | (11 | ) | | 3,264 |
| | 15 |
|
| | $ | 23,922 |
| | $ | 117 |
| | $ | 14,620 |
| | $ | 195 |
|
The fair values of the company’s derivative instruments were as follows (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| | Assets | | Liabilities | | Assets | | Liabilities | Assets | | Liabilities | | Assets | | Liabilities |
| Derivatives designated as hedging instruments under ASC 815 | | | | | | | | | | | | | | |
| Foreign currency forward exchange contracts | $ | 770 |
| | $ | 1,270 |
| | $ | 2,535 |
| | $ | 1,759 |
| $ | 1,596 |
| | $ | 1,189 |
| | $ | 678 |
| | $ | 1,990 |
|
| Derivatives not designated as hedging instruments under ASC 815 | | | | | | | | | | | | | | |
| Foreign currency forward exchange contracts | 343 |
| | 226 |
| | 219 |
| | 24 |
| 540 |
| | 113 |
| | 52 |
| | 130 |
|
| Total derivatives | $ | 1,113 |
| | $ | 1,496 |
| | $ | 2,754 |
| | $ | 1,783 |
| $ | 2,136 |
| | $ | 1,302 |
| | $ | 730 |
| | $ | 2,120 |
|
The fair values of the company’s foreign currency forward exchange contract assets and liabilities are included in Other Current Assets and Accrued Expenses, respectively in the Consolidated Balance Sheets.
The effect of derivative instruments on Accumulated Other Comprehensive Income (OCI) and the Statement of Comprehensive Income (Loss) and was as follows (in thousands):
| | 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) | 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 June 30, 2018 | | | | | | |
| Foreign currency forward exchange contracts | | $ | 1,128 |
| | $ | (577 | ) | | $ | — |
|
| Six months ended June 30, 2018 | | | | | | |
| Foreign currency forward exchange contracts | | $ | 743 |
| | $ | (825 | ) | | $ | (1 | ) |
| Three months ended June 30, 2017 | | | | | | | | | | |
| Foreign currency forward exchange contracts | $ | (1,335 | ) | | $ | 301 |
| | $ | 7 |
| $ | (1,335 | ) | | $ | 301 |
| | $ | — |
|
| Six months ended June 30, 2017 | | | | | | | | | | |
| Foreign currency forward exchange contracts | $ | (571 | ) | | $ | 600 |
| | $ | 7 |
| $ | (571 | ) | | $ | 600 |
| | $ | — |
|
| Three months ended June 30 2016 | | | | | | |
| Foreign currency forward exchange contracts | $ | (2,059 | ) | | $ | 208 |
| | $ | 42 |
| |
| Six months ended June 30, 2016 | | | | | | |
| Foreign currency forward exchange contracts | $ | (931 | ) | | $ | 374 |
| | $ | 42 |
| |
| | | | | | | | | | | |
Derivatives not designated as hedging instruments under ASC 815 | | | | | Amount of Gain (Loss) Recognized in Income on Derivatives | | | | | Amount of Gain (Loss) Recognized in Income on Derivatives |
| Three months ended June 30, 2018 | | | | | | |
| Foreign currency forward exchange contracts | | Foreign currency forward exchange contracts | | $ | 197 |
|
| Six months ended June 30, 2018 | | | | | | |
| Foreign currency forward exchange contracts | | Foreign currency forward exchange contracts | | $ | 427 |
|
| Three months ended June 30, 2017 | | | | | | | | | | |
| Foreign currency forward exchange contracts | Foreign currency forward exchange contracts | | $ | 52 |
| Foreign currency forward exchange contracts | | $ | 52 |
|
| Six months ended June 30, 2017 | | | | | | | | | | |
| Foreign currency forward exchange contracts | Foreign currency forward exchange contracts | | $ | 117 |
| Foreign currency forward exchange contracts | | $ | 117 |
|
| Three months ended June 30, 2016 | | | | | | |
| Foreign currency forward exchange contracts | | $ | (94 | ) | |
| Six months ended June 30, 2016 | | | | | | |
| Foreign currency forward exchange contracts | | $ | (377 | ) | |
|
| | |
Notes to Financial Statements | Derivatives | |
| | |
The gains or losses recognized as the result of the settlement of cash flow hedge foreign currency forward contracts are recognized in net sales for hedges of inventory sales and in cost of product sold for hedges of inventory purchases. For the three and six months ended June 30, 2018, net sales were decreased by $209,000 and $234,000 while cost of product sold was increased by $429,000 and $680,000 for net pre-tax realized losses of $638,000 and $914,000, respectively. For the three and six months ended June 30, 2017, net sales were decreased by $166,000 and $234,000 while cost of product sold was decreased
by $481,000 and $872,000 for net realized pre-tax realized gains of $315,000 and $638,000, respectively. For the three and six months ended June 30, 2016, net sales were increased by $982,000 and $1,409,000 while cost of product sold was increased by $719,000 and $957,000 for net realized pre-tax gains of $263,000 and $452,000, respectively.
Gains of $52,000$197,000 and $117,000$427,000 were recognized in selling, general and administrative (SG&A) expenses for the three and six months ended June 30, 2017,2018, respectively, compared to lossesgains of $94,000$52,000 and $377,000$117,000 for the three and six months ended June 30, 2016,2017, respectively, related to forward contracts not designated as hedging instruments thatinstruments. The forward contracts were entered into to offset gains/losses that were also recorded in
|
| | |
| Notes to Financial Statements | Derivatives | |
| | |
SG&A expenses on intercompany trade receivables or payables. The gains/losses on the non-designated hedging instruments were substantially offset by gains/losses on intercompany trade payables.
The company's derivative agreements provide the counterparties with a right of set off in the event of a default thatdefault. The right of set off would enable the counterparty to offset any net payment due by the counterparty to the company under the applicable agreement by any amount due by the company to the counterparty under any other agreement. For example, the terms of the agreement would permit a counterparty to a derivative contract that is also a lender under the company's Credit Agreement to reduce any derivative settlement amounts owed to the company under the derivative contract by any amounts owed to the counterparty by the company under the Credit Agreement. In addition, the agreements contain cross-default provisions that could trigger a default by the company under the agreement in the event of a
default by the company under another agreement with the same counterparty. The company does not present any derivatives on a net basis in its financial statements, other than the conversion and bond hedge derivatives which are presented net on the Condensed Consolidated Statement of Comprehensive Income (Loss), and all derivative balances presented are subject to provisions that are similar to master netting agreements.
During the first quarter of 2016, the company entered into privately negotiated convertible 2021 note hedges and 2021 warrants in connection with its sale of $150,000,000 in aggregate principal amount of the company’s 5.00% Convertible Senior Notes due 2021. The 2021 warrants, which increased paid in capital by $12,376,000, are clearly and closely related to the convertible 2021 notes and thus classified as equity. The 2021 note hedge asset and 2021 convertible debt conversion liability were recorded, based on initial fair values, as an asset of $27,975,000 and a liability of $34,480,000, respectively, and these fair values are updated quarterly with the offset to the income statement.
During the second quarter of 2017, the company entered into privately negotiated convertible 2022 note hedges and warrants in connection with its sale of $120,000,000 in aggregate principal amount of the company’s 4.50% Convertible Senior Notes due 2022. The 2022 warrants, which increased paid in capital by $14,100,000, are clearly and closely related to the convertible 2022 notes and thus classified as equity. The 2022 note hedge assets and 2022 convertible debt conversion liability were recorded, based on initial fair values, as an asset of $24,780,000 and a liability of $28,859,000, respectively, and these fair values are updated quarterly with the offset to the income statement. See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail.
The fair values of the outstanding convertible note derivatives as of June 30, 20172018 and their effect on the Statement of Comprehensive Income (Loss) were as follows (in thousands):
| | | | | | Gain (Loss) | | Gain (Loss) | | | Gain (Loss) | | Gain (Loss) |
| | Fair Value | | Three Months Ended | | Six Months Ended | Fair Value | | Three Months Ended | | Six Months Ended |
| | June 30, 2017 | | June 30, 2017 | | June 30, 2016 | | June 30, 2017 | | June 30, 2016 | June 30, 2018 | | June 30, 2018 | | June 30, 2017 | | June 30, 2018 | | June 30, 2017 |
| Convertible 2021 debt conversion long-term liability | $ | (32,227 | ) | | $ | (8,250 | ) | | $ | 6,565 |
| | $ | (1,519 | ) | | $ | 5,847 |
| $ | (61,136 | ) | | $ | (5,609 | ) | | $ | (8,250 | ) | | $ | (7,982 | ) | | $ | (1,519 | ) |
| Convertible 2022 debt conversion long-term liability | (33,251 | ) | | (4,392 | ) | | — |
| | (4,392 | ) | | — |
| (61,061 | ) | | (5,837 | ) | | (4,392 | ) | | (7,647 | ) | | (4,392 | ) |
| Convertible 2021 note hedge long-term asset | 27,430 |
| | 7,789 |
| | (6,079 | ) | | 1,959 |
| | (4,757 | ) | 54,858 |
| | 5,896 |
| | 7,789 |
| | 7,943 |
| | 1,959 |
|
| Convertible 2022 note hedge long-term asset | 28,582 |
| | 3,802 |
| | — |
| | 3,802 |
| | — |
| 54,490 |
| | 5,571 |
| | 3,802 |
| | 7,810 |
| | 3,802 |
|
| Net gain (loss) on convertible debt derivatives | $ | (9,466 | ) | | $ | (1,051 | ) | | $ | 486 |
| | $ | (150 | ) | | $ | 1,090 |
| |
| Net fair value and net gain (loss) on convertible debt derivatives | | $ | (12,849 | ) | | $ | 21 |
| | $ | (1,051 | ) | | $ | 124 |
| | $ | (150 | ) |
The 2021 and 2022 convertible debt conversion liability amounts and the 2021 and 2022 note hedge asset amounts are included in Other Long-Term Obligations and Other Long-Term
Assets, respectively, in the company's Consolidated Balance Sheets.
|
| | |
| Notes to Financial Statements | Fair Values | |
| | | |
Fair Values
Pursuant to ASC 820, the inputs used to derive the fair value of assets and liabilities are analyzed and assigned a level I, II or III priority, with level I being the highest and level III being the lowest in the hierarchy. Level I inputs are quoted prices in active markets for identical assets or liabilities. Level II inputs are quoted prices for similar assets or liabilities in active markets:
quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level III inputs are based on valuations derived from valuation techniques in which one or more significant inputs are unobservable.
The following table provides a summary of the company’s assets and liabilities that are measured on a recurring basis (in thousands):
| | | | Basis for Fair Value Measurements at Reporting Date | 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 | Quoted Prices in Active Markets for Identical Assets / (Liabilities) | | Significant Other Observable Inputs | | Significant Other Unobservable Inputs |
| Level I | | Level II | | Level III | Level I | | Level II | | Level III |
| June 30, 2017 | | | | |
| June 30, 2018 | | | | |
| Forward exchange contracts—net | — | | $ | (383 | ) | | — | — | | $ | 834 |
| | — |
| Convertible 2021 debt conversion liability | — | | (32,227 | ) | | — | — | | (61,136 | ) | | — |
| Convertible 2021 note hedge asset | — | | 27,430 |
| | — | — | | 54,858 |
| | — |
| Convertible 2022 debt conversion liability | — | | (33,251 | ) | | — | — | | (61,061 | ) | | — |
| Convertible 2022 note hedge asset | — | | 28,582 |
| | — | — | | 54,490 |
| | — |
| December 31, 2016 | | | | |
| December 31, 2017 | | | | |
| Forward exchange contracts—net | — | | $ | 971 |
| | — | — | | $ | (1,390 | ) | | — |
| Convertible 2021 debt conversion liability | — | | (30,708 | ) | | — | — | | (53,154 | ) | | — |
| Convertible 2021 note hedge asset | — | | 25,471 |
| | — | — | | 46,915 |
| | — |
| Convertible 2022 debt conversion liability | | — | | (53,414 | ) | | — |
| Convertible 2022 note hedge asset | | — | | 46,680 |
| | — |
The carrying values and fair values of the company’s financial instruments are as follows (in thousands):
| | | | June 30, 2017 | | December 31, 2016 | June 30, 2018 | | December 31, 2017 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| Cash and cash equivalents | $ | 160,082 |
| | $ | 160,082 |
| | $ | 124,234 |
| | $ | 124,234 |
| $ | 122,398 |
| | $ | 122,398 |
| | $ | 176,528 |
| | $ | 176,528 |
|
| Other investments | 103 |
| | 103 |
| | 108 |
| | 108 |
| 90 |
| | 90 |
| | 103 |
| | 103 |
|
| Installment receivables, net of reserves | 2,386 |
| | 2,386 |
| | 1,834 |
| | 1,834 |
| 1,577 |
| | 1,577 |
| | 1,809 |
| | 1,809 |
|
| Long-term debt (including current maturities of long-term debt) * | (237,901 | ) | | (250,960 | ) | | (161,349 | ) | | (164,900 | ) | (249,002 | ) | | (319,103 | ) | | (243,445 | ) | | (294,173 | ) |
| Convertible 2021 debt conversion liability in Other Long-Term Obligations | (32,227 | ) | | (32,227 | ) | | (30,708 | ) | | (30,708 | ) | (61,136 | ) | | (61,136 | ) | | (53,154 | ) | | (53,154 | ) |
| Convertible 2021 note hedge in Other Long-Term Assets | 27,430 |
| | 27,430 |
| | 25,471 |
| | 25,471 |
| 54,858 |
| | 54,858 |
| | 46,915 |
| | 46,915 |
|
| Convertible 2022 debt conversion liability in Other Long-Term Obligations | (33,251 | ) | | (33,251 | ) | | — |
| | — |
| (61,061 | ) | | (61,061 | ) | | (53,414 | ) | | (53,414 | ) |
| Convertible 2022 note hedge in Other Long-Term Assets | 28,582 |
| | 28,582 |
| | — |
| | — |
| 54,490 |
| | 54,490 |
| | 46,680 |
| | 46,680 |
|
| Forward contracts in Other Current Assets | 1,113 |
| | 1,113 |
| | 2,754 |
| | 2,754 |
| 2,136 |
| | 2,136 |
| | 730 |
| | 730 |
|
| Forward contracts in Accrued Expenses | (1,496 | ) | | (1,496 | ) | | (1,783 | ) | | (1,783 | ) | (1,302 | ) | | (1,302 | ) | | (2,120 | ) | | (2,120 | ) |
________
* The company's long-term debt is shown net of discount and fees associated with the Convertible Senior Notes due 2021 and 2022 on the company's condensed consolidated balance sheet. Accordingly, the fair values of the Convertible Senior Notes due 2021 and 2022 are included in the long-term debt presented in this table is also shown net of the discount and fees.
|
| | |
| Notes to Financial Statements | Fair Values | |
| | | |
The company, in estimating its fair value disclosures for financial instruments, used the following methods and assumptions:
Cash, cash equivalents: The carrying value reported in the balance sheet for cash, cash equivalents equals its fair value.
Other investments: The company has made other investmentsan investment in a limited partnership, which is accounted for using the cost method, adjusted for any estimated declines in value. These investments wereThe investment was acquired in private placementsplacement and there is no quoted market price or stated rate of return. The company does not have the ability to easily sell the investment. The company completes an evaluation of the residual value related to such investments in the fourth quarter each year.
Installment receivables: The carrying value reported in the balance sheet for installment receivables approximates its fair value. The interest rates associated with these receivables have not varied significantly since inception. Management believes that after consideration of the credit risk, the net book value of the installment receivables approximates market value.
Long-term debt: Fair value for the company’s convertible debt is based on quoted market-based estimates as of the end of the period, while the revolving credit facility fair value is based upon an estimate of the market for similar borrowing arrangements. The fair values are deemed to be categorized as Level 2 in the fair value hierarchy.
Convertible debt derivatives: The fair values for the convertible debt conversion liability and note hedge derivatives are based on valuation models in which all the significant inputs are observable in active markets.
Forward contracts: The company operates internationally, and as a result, is exposed to foreign currency fluctuations. Specifically, the exposure includes intercompany loans and third partythird-party sales or payments. In an attempt to reduce this exposure, foreign currency forward contracts are utilized and accounted for as hedging instruments. The forward contracts are used to hedge the following currencies: AUD, CAD, CHF, CNY, DKK, EUR, GBP, MXP, NOK, NZD, SEK and USD. The company does not use derivative financial instruments for speculative purposes. Fair values for the company’s foreign exchange forward contracts are based on quoted market prices for contracts with similar maturities. The company’s forward contracts are included in Other Current Assets or Accrued Expenses in the Consolidated Balance Sheets.
|
| | |
| Notes to Financial Statements | Business Segments | |
| | | |
Business Segments
The company operates in four primary business segments: North America/Home Medical Equipment (NA/HME), Institutional Products Group (IPG),NA/HME, IPG, Europe and Asia/Pacific. Both the NA/HME and IPG segments operate in the Americas. The NA/HME segment sells each of the three primary product lines,categories, which includes: lifestyle, mobility and seating, and respiratory therapy products. IPG sells long-term care medical equipment, health care furnishings and accessory products. Europe and Asia/Pacific sell product linescategories similar to those of NA/HME and IPG. The accounting policies of each segment are the same as those described in the summary of significant accounting policies for the company’s consolidated financial statements. Intersegment sales and transfers are based on the costs to manufacture plus a reasonable profit element.
As of the third quarter of 2016, the company redefined the measure by which it evaluates segment profit or loss. Segment performance is measured and resources are allocated based on a number of factors, with the primary profit or loss measure being segment operating profit (loss). Segment operating profit
(loss) represents net sales less cost of products sold less selling general and administrative expenses. Segment operating profit (loss) excludes unallocated corporate general and administrative expenses not allocated to the segments and intersegment sales and profit eliminations, which are included in All Other. In addition, segment operating profit (loss) further excludes charges related to restructuring activities, asset write-downsimpairments and gain or loss on salessale of businessesbusiness (as applicable). The previous performance measure was earnings before income taxes. With the issuance of convertible debt during 2016, this performance measure has not been utilized by the Chief Operating Decision Maker (CODM) as the interest expense incurred by the company is related to the company’s financing decision to issue convertible debt as compared to the operating decisions resulting from allocation of resources and segment operating income performance. In addition, in 2016, the company included an operating income line on the consolidated statement of comprehensive income (loss) to emphasize the CODM’s emphasis on operating income (loss).
As noted, this performance measure, segmentSegment operating income (loss), is used by the CODM for purposes of making decisions about allocating resources to a segment and assessing its performance. In addition, this metric is reviewed by the company’s Board of Directors regarding segment performance and is a key metric in the performance management assessment of the company's employees.
|
| | | | | | | | | | | | | | | |
| (in thousands) | For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
| Revenues from external customers | | | | | | | |
| Europe | $ | 138,896 |
| | $ | 128,485 |
| | $ | 270,210 |
| | $ | 247,993 |
|
| NA/HME | 79,867 |
| | 77,689 |
| | 159,649 |
| | 161,951 |
|
| IPG | 13,704 |
| | 15,320 |
| | 28,591 |
| | 31,693 |
|
| Asia/Pacific | 13,685 |
| | 12,023 |
| | 24,762 |
| | 23,603 |
|
| Consolidated | $ | 246,152 |
| | $ | 233,517 |
| | $ | 483,212 |
| | $ | 465,240 |
|
| Intersegment revenues | | | | | | | |
| Europe | $ | 4,877 |
| | $ | 3,738 |
| | $ | 8,734 |
| | $ | 7,413 |
|
| NA/HME | 23,804 |
| | 21,050 |
| | 47,307 |
| | 43,145 |
|
| IPG | 229 |
| | 975 |
| | 318 |
| | 1,743 |
|
| Asia/Pacific | 5,254 |
| | 3,896 |
| | 10,914 |
| | 7,756 |
|
| Consolidated | $ | 34,164 |
| | $ | 29,659 |
| | $ | 67,273 |
| | $ | 60,057 |
|
| Restructuring charges before income taxes | | | | | | | |
| Europe | $ | 108 |
| | $ | 514 |
| | $ | 401 |
| | $ | 1,204 |
|
| NA/HME | (11 | ) | | 3,928 |
| | 86 |
| | 6,170 |
|
| Asia/Pacific | 247 |
| | 545 |
| | 258 |
| | 896 |
|
| Consolidated | $ | 344 |
| | $ | 4,987 |
| | $ | 745 |
| | $ | 8,270 |
|
| Operating income (loss) | | | | | | | |
| Europe | $ | 5,171 |
| | $ | 7,077 |
| | $ | 11,765 |
| | $ | 12,177 |
|
| NA/HME | (8,420 | ) | | (12,395 | ) | | (16,558 | ) | | (21,821 | ) |
| IPG | 1,163 |
| | 1,472 |
| | 2,761 |
| | 3,370 |
|
| Asia/Pacific | 1,570 |
| | (118 | ) | | 2,542 |
| | (548 | ) |
| All Other | (5,901 | ) | | (6,735 | ) | | (11,674 | ) | | (11,245 | ) |
| Charge expense related to restructuring activities | (344 | ) | | (4,987 | ) | | (745 | ) | | (8,270 | ) |
| Consolidated operating loss | (6,761 | ) | | (15,686 | ) | | (11,909 | ) | | (26,337 | ) |
| Net gain (loss) on convertible debt derivatives | 21 |
| | (1,051 | ) | | 124 |
| | (150 | ) |
| Net Interest expense | (6,828 | ) | | (4,596 | ) | | (13,541 | ) | | (9,026 | ) |
| Loss before income taxes | $ | (13,568 | ) | | $ | (21,333 | ) | | $ | (25,326 | ) | | $ | (35,513 | ) |
| | | | | | | | |
|
| | |
| Notes to Financial Statements | Business Segments | |
| | | |
The informationNet sales by segment isproduct, are as follows (in thousands):
|
| | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
| | 2017 | | 2016 | | 2017 | | 2016 |
| Revenues from external customers | | | | | | | |
Europe (1) | $ | 128,485 |
| | $ | 135,735 |
| | $ | 247,993 |
| | $ | 257,766 |
|
NA/HME (1) | 77,689 |
| | 110,700 |
| | 161,951 |
| | 218,372 |
|
| IPG | 15,320 |
| | 16,115 |
| | 31,693 |
| | 34,359 |
|
| Asia/Pacific | 12,023 |
| | 12,487 |
| | 23,603 |
| | 22,092 |
|
| Consolidated | $ | 233,517 |
| | $ | 275,037 |
| | $ | 465,240 |
| | $ | 532,589 |
|
| Intersegment revenues | | | | | | | |
| Europe | $ | 3,738 |
| | $ | 4,460 |
| | $ | 7,413 |
| | $ | 7,052 |
|
NA/HME | 21,050 |
| | 25,294 |
| | 43,145 |
| | 52,909 |
|
| IPG | 975 |
| | 787 |
| | 1,743 |
| | 1,203 |
|
| Asia/Pacific | 3,896 |
| | 4,918 |
| | 7,756 |
| | 10,139 |
|
| Consolidated | $ | 29,659 |
| | $ | 35,459 |
| | $ | 60,057 |
| | $ | 71,303 |
|
| Restructuring charges before income taxes | | | | | | | |
| Europe | $ | 514 |
| | $ | — |
| | $ | 1,204 |
| | $ | — |
|
NA/HME | 3,928 |
| | 662 |
| | 6,170 |
| | 723 |
|
| Asia/Pacific | 545 |
| | 27 |
| | 896 |
| | 68 |
|
| Consolidated | $ | 4,987 |
| | $ | 689 |
| | $ | 8,270 |
| | $ | 791 |
|
| Operating profit (loss) | | | | | | | |
Europe (1) | $ | 7,077 |
| | $ | 6,949 |
| | $ | 12,177 |
| | $ | 12,912 |
|
NA/HME (1) | (12,395 | ) | | (6,649 | ) | | (21,821 | ) | | (13,058 | ) |
| IPG | 1,472 |
| | 1,532 |
| | 3,370 |
| | 2,956 |
|
| Asia/Pacific | (118 | ) | | (337 | ) | | (548 | ) | | (1,040 | ) |
All Other (2) | (6,735 | ) | | (6,622 | ) | | (11,245 | ) | | (11,871 | ) |
| Charge expense related to restructuring activities | (4,987 | ) | | (689 | ) | | (8,270 | ) | | (791 | ) |
| Consolidated operating loss | (15,686 | ) | | (5,816 | ) | | (26,337 | ) | | (10,892 | ) |
| Net gain (loss) on convertible derivatives | (1,051 | ) | | 486 |
| | (150 | ) | | 1,090 |
|
| Net Interest expense | (4,596 | ) | | (4,300 | ) | | (9,026 | ) | | (6,619 | ) |
| Loss before income taxes | $ | (21,333 | ) | | $ | (9,630 | ) | | $ | (35,513 | ) | | $ | (16,421 | ) |
| | | | | | | | |
|
| | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, | | For the Six Months Ended June 30, |
| | 2018 | | 2017 | | 2018 | | 2017 |
| Europe | | | | | | | |
| Lifestyle | $ | 69,621 |
| | $ | 64,128 |
| | $ | 137,612 |
| | $ | 125,932 |
|
| Mobility and Seating | 58,411 |
| | 53,526 |
| | 110,184 |
| | 100,458 |
|
| Respiratory Therapy | 6,480 |
| | 6,634 |
| | 13,242 |
| | 13,750 |
|
| Other(1) | 4,384 |
| | 4,197 |
| | 9,172 |
| | 7,853 |
|
| | $ | 138,896 |
| | $ | 128,485 |
| | $ | 270,210 |
| | $ | 247,993 |
|
| NA/HME | | | | | | | |
| Lifestyle | $ | 31,573 |
| | $ | 31,045 |
| | $ | 62,207 |
| | $ | 63,294 |
|
| Mobility and Seating | 31,063 |
| | 27,170 |
| | 60,228 |
| | 54,061 |
|
| Respiratory Therapy | 16,959 |
| | 18,826 |
| | 36,691 |
| | 43,309 |
|
| Other(1) | 272 |
| | 648 |
| | 523 |
| | 1,287 |
|
| | $ | 79,867 |
| | $ | 77,689 |
| | $ | 159,649 |
| | $ | 161,951 |
|
| Institutional Products Group | | | | | | | |
| Continuing Care | $ | 13,704 |
| | $ | 15,320 |
| | $ | 28,591 |
| | $ | 31,693 |
|
| | | | | | | | |
| Asia/Pacific | | | | | | | |
| Mobility and Seating | $ | 8,448 |
| | $ | 7,108 |
| | $ | 15,339 |
| | $ | 13,716 |
|
| Lifestyle | 2,736 |
| | 2,637 |
| | 5,001 |
| | 4,873 |
|
| Continuing Care | 447 |
| | 671 |
| | 734 |
| | 1,846 |
|
| Respiratory Therapy | 522 |
| | 306 |
| | 646 |
| | 649 |
|
| Other(1) | 1,532 |
| | 1,301 |
| | 3,042 |
| | 2,519 |
|
| | $ | 13,685 |
| | $ | 12,023 |
| | $ | 24,762 |
| | $ | 23,603 |
|
| | | | | | | | |
| Total Consolidated | $ | 246,152 |
| | $ | 233,517 |
| | $ | 483,212 |
| | $ | 465,240 |
|
________
________________________
| |
(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. The results for 2016 have been changed accordinglyIncludes various services, including repair services, equipment rentals and for the three and six months ended June 30, 2016, the change increased revenues from external customers by $1,137,000 and $2,438,000, respectively, and operating loss by $43,000 and $150,000, respectively, for NA/HME with an offsetting impact for Europe.contracting. |
| |
| 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 | |
| | | |
Contingencies
General
In the ordinary course of its business, the company is a defendant in a number of lawsuits, primarily product liability actions in which various plaintiffs seek damages for injuries allegedly caused by defective products. All of the product liability lawsuits that the company currently faces in the United States have been referred to the company's captive insurance company and/or excess insurance carriers while all non-U.S. lawsuits have been referred to the company's commercial insurance carriers. All such lawsuits are generally contested vigorously. The coverage territory of the company's insurance is worldwide with the exception of those countries with respect to which, at the time the product is sold for use or at the time a claim is made, the U.S. government has suspended or prohibited diplomatic or trade relations. The amount recorded for identified contingent liabilities is based on estimates. Amounts recorded are reviewed periodically and adjusted to reflect additional technical and legal information that becomes available. Actual costs to be incurred in future periods may vary from the estimates, given the inherent uncertainties in evaluating certain exposures.
As a medical device manufacturer, the company is subject to extensive government regulation, including numerous laws directed at preventing fraud and abuse and laws regulating reimbursement under various government programs. The marketing, invoicing, documenting, developing, testing, manufacturing, labeling, promoting, distributing and other practices of health care suppliers and medical device manufacturers are all subject to government scrutiny. Most of the company's facilities are subject to inspection at any time by the FDA or similar medical device regulatory agencies in other jurisdictions. Violations of law or regulations can result in administrative, civil and criminal penalties and sanctions, which could have a material adverse effect on the company's business.
Medical Device Regulatory Matters
The FDA in the United States and comparable medical device regulatory authorities in other jurisdictions regulate virtually all aspects of the marketing, invoicing, documenting, development, testing, manufacturing, labeling, promotion, distribution and other practices regarding medical devices. The company and its products are subject to the laws and regulations of the FDA and other regulatory bodies in the various jurisdictions where the company's products are manufactured or sold. The company's failure to comply with the regulatory requirements of the FDA and other applicable medical device regulatory requirements can subject the company to administrative or judicially imposed sanctions or enforcement actions. These sanctions include injunctions, consent decrees, warning letters, civil penalties, criminal penalties, product
seizure or detention, product recalls and total or partial suspension of production.
In December 2012, the company reached agreement with the FDA on the terms ofbecame subject to a consent decree of injunction filed by FDA with respect to the company's Corporate facility and its Taylor Street manufacturing facility in Elyria, Ohio. A complaint and consent decree were filed in the U.S. District Court for the Northern District of Ohio, and on December 21, 2012, the Court approved the consent decree and it became effective. The consent decree initially limited the company's (i) manufacture and distribution of power and manual wheelchairs, wheelchair components and wheelchair sub-assemblies at or from its Taylor Street manufacturing facility, except in verified cases of medical necessity, (ii) design activities related to wheelchairs and power beds that taketook place at the impacted Elyria Ohio facilities and (iii) replacement, service and repair of products which were already in use from the Taylor Street manufacturing facility. Under the terms of the consent decree, in order to resume full operations, at the impacted facilities, the company had to successfully complete independent, third-party expert certification audits at the impacted Elyria facilities, comprised of three distinct certification reports separately submitted to, and subjectaccepted by, FDA; submit its own report to acceptancethe FDA; and successfully complete a reinspection by FDA of the FDA. On May 13, 2013, the FDA accepted the company's first certification report as a result of which thecompany’s Corporate and Taylor Street facility was able to resume supplying parts and components for the further manufacturing of medical devices at other company facilities.
On July 15, 2013, the FDA accepted the company's second certification report, as a result24, 2017, following its June 2017 reinspection of which, the company was able to resume design activities at the impacted facilities related to power wheelchairs and power beds. In February, 2016, the independent expert auditor issued its certification report for the third phase of the consent decree indicating substantial compliance with the FDA's Quality System Regulation ("QSR") and the report was submitted to the FDA.
In December 2015, the FDA issued Form 483 observations following an inspection at the Corporate and Taylor Street facilities, FDA notified the company that it is in Elyria, Ohio (the “December 2015 Form 483”).substantial compliance with the FDA Act, FDA regulations and the terms of the consent decree and that the company was permitted to resume full operations at those facilities including the resumption of unrestricted sales of products made in those facilities.
The consent decree will continue in effect for at least five years from July 2017, during which time the company’s Corporate and Taylor Street facilities must complete two semi-annual audits in the first year and then four annual audits in the next four years performed by a company-retained expert firm. The expert audit firm will determine whether the facilities remain in continuous compliance with the FDA Act, FDA regulations and the terms of the consent decree. The FDA has the authority to inspect these facilities and any other FDA registered facility, at any time.
The FDA has continued to actively inspect the company’s facilities, other than through the processes established under the consent decree. The company expects that the FDA will, from time to time, inspect substantially all the company's domestic and foreign FDA-registered facilities. Recent inspections for which follow-up remains ongoing are summarized in the following paragraphs.
In June 2016,2017, FDA inspected the company's Corporate and Taylor Street facilities in connection with the consent decree, as described above, and issued an inspectional observation on Form 483. The company submitted its response to the agency in a timely manner. On July 24, 2017, the FDA notified the company received a letter fromthat it was in substantial compliance with the FDA in follow up to the December 2015 Form 483 and the company’s subsequent responses. To satisfy FDA’s design control requirements, theAct, FDA letter outlined additional steps to be taken by the company, including the requirement for the company to complete the remediation of certain design history files (DHFs) referenced in the December 2015 Form 483 and in the consent decree. Before the company could design any new Taylor Street wheelchair devices, the specified DHFs were required to be completed, then recertified by the company’s third-party expert, whose updated certification report had to be accepted by the FDA.
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| Notes to Financial Statements | Contingencies | |
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In April 2017, FDA reinstatedRegulations and the second certification relating to design controls and accepted the third-party expert's certification report. The company then submitted its next required report ("the 5H report") to FDA which detailed the company's actions to improve its quality systems and overall compliance status together with its written responses to any observations in the third-party expert's certification report and prior FDA inspectional observations. FDA initiated reinspectionterms of the company's Corporateconsent decree and Taylor Street facilities on May 30, 2017. that it was permitted to resume full operations at those facilities.
In June 2017, followingMarch 2018, the company completed its inspectionfirst semi-annual independent expert audit of the Corporate and Taylor Street facilities, in Elyria, Ohio,as required under the FDA issuedconsent decree, with no adverse audit report observations. The audit report was submitted to, and accepted by FDA.
In September 2017, Alber GmbH, a wholly owned subsidiary of the company, received a warning letter from the FDA. The warning letter required completion of corrective actions to address Form 483 withobservations issued following FDA's inspection of Alber’s facility in Albstadt, Germany in May 2017. As a one item listconsequence of inspectional observations and the company timely filed its responsewarning letter, all Alber devices could not be imported into the United States until all findings were corrected to this observation.
FDA’s satisfaction. On July 24, 2017,January 3, 2018, FDA notified the company that it is in substantial compliance withAlber’s responses to the QSRwarning letter were adequate, and that FDA had as of that date, removed the import suspension. FDA conducted its subsequent reinspection of Alber in April 2018, the result of which included no noted observations. The company is permittedexpects the warning letter to resume full operations at the Corporate and Taylor Street facilities.
Following resumption of full operations on July 25, 2017, the company must undergo five years of audits by a third-party expert auditor selected by the company to determine whether the facilities are in continuous compliance with FDA's QSR and the consent decree. The third-party expert will audit the Corporate and Taylor Street facilities’ activities every six months during the first year following the resumption of full operations and then every 12 months for the next four years thereafter. The FDA has the authority to inspect any FDA registered facility at any time.
As described above, because the previous limitations on production were not permanent in nature, and partial production was allowed, the company does not anticipate any major repair, replacement or scrapping of its fixed assets at the Taylor Street manufacturing facility. Based on the company's expectations at the time of filing of this Quarterly Report on Form 10-Q with respect to the utilization of raw material and with respect to expected future cash flows from production at the Taylor Street manufacturing facility, the company concluded that there was no impairment in the value of the fixed assets related to the Taylor Street manufacturing facility at June 30, 2017.
The majority of the production from the Taylor Street facility is "made to order" custom wheelchairs for customers and,be closed as a result thereof this inspection; however, the company cannot be assured of the timing or certainty of this outcome.
In November 2017, FDA inspected the company’s facility in Pinellas Park, Florida and issued its observations on Form 483, one of which was notannotated as corrected and verified at the conclusion of the inspection. The company has submitted its response to FDA in a significant amount of finished goods inventorytimely manner. In June 2018, the FDA notified the company that its responses to the Form 483 observations were adequate.
In November 2017, the FDA inspected the company’s facility in Sanford, Florida and issued its observations on hand at June 30, 2017,Form 483, and the inventory is expectedcompany submitted its response to be fully utilized. Accordingly,FDA in a timely manner. In July 2018, the FDA notified the company concluded that there was not an impairmentits responses to the Form 483 observations were adequate. The Sanford facility is the subject of a warning letter from the workFDA issued in processDecember 2010 related to quality systems processes and finished goods at the Taylor Street facility at June 30, 2017. Further, based on its analysis of the raw material inventory at the Taylor Street facilityprocedures, and the company continues to work on addressing the FDA’s citations.
The results of regulatory claims, proceedings, investigations, or litigation are difficult to predict. An unfavorable resolution or outcome of any FDA warning letters or inspectional observations, or other FDA enforcement related to company facilities, could materially and adversely affect the company's receiptbusiness, financial condition, and results of FDA's notification that the company can resume full operations at the affected facilities, the company concluded that the value of the inventory was not excessive nor impaired at June 30, 2017.
operations.Although the NA/HME segment has been the segment primarily impactedThe limitations previously imposed by the previous limitations in the FDA consent decree the Asia/Pacific segment also has been negatively affected as a result of the consent decree due to the lower sales volume of microprocessor controllers. During 2012, before the effective date of the consent decree, the company started to experience decreases in net sales in the NA/HME segment and, to a certain extent, the Asia/Pacific segments.segment beginning in 2012. The company believes that those decreases, which continued beyond 2012, were driven in large part by the consent decree whichlimitations led to delays in new product introductions and tointroductions. Further, uncertainty regarding how long the timing of exiting the consent decree, whichlimitations would
be in effect limited the company'scompany’s ability to renegotiate and bid on certain customer contracts and otherwise led to a decline in customer orders. The
Although the company has been permitted to resume full operations at the Corporate and Taylor Street facilities, the negative effect of the consent decree on customer orders and net sales in these segments has been considerable, and the company expects to continue to experience low levels of net sales in the NA/HME and Asia/Pacific segments at least until it has begun to rebuild net sales following the July 24, 2017 written notification from the FDA that the company may resume full operations at the Corporatebeen considerable, and Taylor Street facilities. Even though the company is permitted to resume full operations at the affected facilities, it is uncertain as to whether, or how quickly, the company will be able to rebuild net sales to more typical historical levels, irrespective of market conditions. Accordingly, when compared to the company's 2010 results, the previous limitations in the consent decree had, and likely may continue to have, a material adverse effect on the company's business, financial condition and results of operations.
Separately, net sales in the NA/HME segment have likely been impacted by uncertainty on the part of the company's customers as they coped with prepayment reviews and post-payment audits by the Centers for Medicare and Medicaid Services ("CMS") and the impact of the National Competitive Bidding ("NCB") process. In addition, net sales in the NA/HME segment have declined and may continue to decline as a result of the company's strategic focus away from lower margin, less differentiated products, as the company becomes more focused on its clinically complex products.
For additional information regarding the consent decree, please see the following sections of company's Annual Report on Form 10-K for the year ended December 31, 2016: Item 1. Business - Government Regulation and Item 1A. Risk Factors; Item 3. Legal Proceedings; and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Outlook and - Liquidity and Capital Resources.Warranty Matters
The company's warranty reserves are subject to adjustment in future periods based on historical analysis of warranty claims and as new developments occur that may change the company's estimates related to specific product recalls. See Current Liabilities in the Notes to the Consolidated Financial Statements for the total provision amounts and a reconciliation of the changes in the warranty accrual.
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Notes to Financial Statements | Contingencies | |
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In December 2010, the company received a warning letter from the FDA related to quality system processes and procedures at the company's Sanford, Florida facility. In January 2014, the FDA conducted inspections at the company’s manufacturing facility in Suzhou, China and at the company’s electronic components subsidiary in Christchurch, New Zealand, covering quality systems and current Good Manufacturing Practice regulations. In August 2014, the FDA inspected Alber GmbH in Albstadt, Germany. The FDA issued its inspectional observations on Forms 483 to the company after these inspections, and the company submitted its responses to the agency in a timely manner. In October 2014, the FDA conducted an inspection at the Sanford facility and, at the conclusion, issued its Form 483 observations. In December 2015, the FDA issued Form 483 observations following a 2015 inspection at the Corporate and Taylor Street facilities in Elyria, Ohio. In July 2016, the FDA inspected Motion Concepts L.P. in Concord, Ontario, Canada and issued its inspectional observations on Form 483. In May 2017, the FDA inspected Alber GmbH in Albstadt, Germany and, at the conclusion, issued its inspectional observations on Form 483. The company has timely filed its responses to these Forms 483 with the FDA and continues to work on addressing the FDA's observations. The results of regulatory claims, proceedings, investigations, or litigation are difficult to predict. An unfavorable resolution or outcome of the FDA warning letter or other FDA enforcement related to the Sanford or other company facilities could materially and adversely affect the company's business, financial condition, and results of operations.
Any of the above contingencies could have an adverse impact on the company's financial condition or results of operations.
For additional information regarding the consent decree, other regulatory matters, and risks and trends that may impact the company’s financial condition or results of operations, please see the following sections of the company's Annual Report on Form 10-K for the year ended December 31, 2017: Item 1. Business - Government Regulation and Item 1A. Risk Factors; Item 3. Legal Proceedings; and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Outlook and - Liquidity and Capital Resources.
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| Notes to Financial Statements | Market Risk and Controls | |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
During the quarter ended June 30, 2017,2018, there were no material changes to market risk information provided in the company's Annual Report on Form 10-K for the year ended December 31, 2016.2017. Please refer to Item 7A - Quantitative and Qualitative Disclosures About Market Risk of company's Annual Report on Form 10-K for the period ending December 31, 2016.2017.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
As of June 30, 2017,2018, an evaluation was performed, under the supervision and with the participation of the company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, the company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company’s disclosure controls and procedures were effective as of June 30, 2017,2018, in ensuring that information required to be disclosed by the company in the reports it files and submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (2) accumulated and communicated to the company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There have been no changes in the company’s internal control over financial reporting that occurred during the company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
In the ordinary course of its business, the company is a defendant in a number of lawsuits, primarily product liability actions in which various plaintiffs seek damages for injuries allegedly caused by defective products. All of the product liability lawsuits that the company currently faces in the United States have been referred to the company's captive insurance company and/or excess insurance carriers while all non-U.S. lawsuits have been referred to the company's commercial insurance carriers. All such lawsuits are generally contested vigorously. The coverage territory of the company's insurance is worldwide with the exception of those countries with respect to which, at the time the product is sold for use or at the time a claim is made, the U.S. government has suspended or prohibited diplomatic or trade relations. Management does not believe that the outcome of any of these actions will have a material adverse effect upon the company's business or financial condition.
In December 2012, the company reached agreement with the FDA on the terms ofbecame subject to a consent decree of injunction filed by FDA in the U.S. District Court for the Northern District of Ohio with respect to the company's Corporate facility and its Taylor Street wheelchair manufacturing facility in Elyria, Ohio. A complaint and consent decree were filed in the U.S. District Court for the Northern District of Ohio, and on December 21, 2012, the Court approved the consent decree and it became effective. On July 24, 2017, following its reinspection of the Corporate and Taylor Street facilities, FDA notified the company received notice from FDA that the company has successfully satisfied FDA’s requirements under the consent decree, that the company isit was in substantial compliance with the QSRFDA Act, FDA regulations and the terms of the consent decree and that the company iswas permitted to resume full operations at itsthose facilities, including the resumption of unrestricted sales of products made in those facilities.
The consent decree will continue in effect for at least five years from July 24, 2017, during which time the company’s Corporate and Taylor Street manufacturing facility in Elyria, Ohio. The company is now ablefacilities must complete to produce and sell all products madetwo semi-annual audits in the Taylor Street facility withoutfirst year and then four annual audits in the previous restrictions which had beennext four years performed by a company-retained expert firm. The expert audit firm will determine whether the facilities remain in effect since December 21, 2012, undercontinuous compliance with the FDA Act, FDA regulations and the terms of the consent decree.
For a description of the status and certain material terms of the consent decree, see the “Contingencies” note to the financial statements contained in Item 1 of this Quarterly Report on Form 10-Q.
Under the consent decree, theThe FDA has the authority to inspect the Corporate and Taylor Street facilities, and any other FDA registered facility, at any time. The FDA also has the authority to order the company to take a wide variety of actions if the FDA finds that the company is not in compliance with the consent decree, FDA Act or FDA regulations, including requiring the company to cease all operations relating to Taylor Street products. The FDA also can order the company to undertake a partial cessation of operations or a recall, to issue a safety alert, public health advisory, or press release, or to take any other corrective action the FDA deems necessary with respect to Taylor Street products.
The FDA also has authority under the consent decree to assess liquidated damages of $15,000 per violation per day for any violations of the consent decree, FDA regulationsAct or the federal Food, Drug, and Cosmetic Act. TheFDA regulations. FDA also may assess liquidated damages for shipments of adulterated or misbranded devices except as permitted by the consent decree, in the amount of twice the sale price of any such adulterated or misbranded device. The liquidated damages are capped at $7,000,000 for each calendar year. The liquidated damages are in addition to any other remedies otherwise available to the FDA, including civil money penalties.
For additional information regarding the consent decree, please see the "Contingencies" note to the financial statements contained in ItemPart I of this Quarterly Report on Form 10-Q, the risk factors referred to in Part I, Item 1A of this Quarterly Report on Form 10-Q, and the following sections of the company's Annual Report on Form 10-K for the period ending December 31, 2016:2017: Item 1. Business - Government Regulation; Item 1A. Risk Factors; and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Outlook and - Liquidity and Capital Resources.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A of the company’s Annual Report on Form 10-K for the fiscal period ended December 31, 2016, as updated and superseded by the risk factors disclosed in Item 8.01 of the company's Current Report on Form 8-K filed on June 7, 2017 and Exhibit 99.2 attached thereto.2017.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information with respect to repurchases of common shares made by the company during the three months ended June 30, 20172018.
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| 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) |
| 4/1/2017 | - | 4/30/2017 | — | | $ | — |
| | — | | 2,453,978 |
| 5/1/2017 | - | 5/31/2017 | 81,941 | | 14.90 |
| | — | | 2,453,978 |
| 6/1/2017 | - | 6/30/2017 | — | | — |
| | — | | 2,453,978 |
| Total | | | 81,941 | | $ | 14.90 |
| | — | | 2,453,978 |
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| 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) |
| 4/1/2018 | - | 4/30/2018 | — | | $ | — |
| | — | | 2,453,978 |
| 5/1/2018 | - | 5/31/2018 | 85,791 | | 17.30 |
| | — | | 2,453,978 |
| 6/1/2018 | - | 6/30/2018 | — | | — |
| | — | | 2,453,978 |
| Total | | | 85,791 | | $ | 17.30 |
| | — | | 2,453,978 |
________
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| (1) | All 81,94185,791 shares repurchased between AprilMay 1, 20172018 and June 30, 2017May 31, 2018 were surrendered to the company by employees for minimum tax withholding purposes in conjunction with the vesting of restricted shares awarded to the employees or the exercise of non-qualified options by employees under the company's equity compensation plans. |
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| (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 June 30, 2017.2018. |
Under the terms of the company's Credit Agreement, repurchases of shares by the company generally are not permitted except in certain limited circumstances in connection with the vesting or exercise of employee equity compensation awards.
Item 6. Exhibits
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Exhibit No. | |
| Form of Restricted Stock Award under Invacare Corporation 2018 Equity Compensation Plan. |
| Form of Restricted Stock Unit Award under Invacare Corporation 2018 Equity Compensation Plan. |
| Form of Director Restricted Stock Unit Award under Invacare Corporation 2018 Equity Compensation Plan. |
| Form of Performance Award under Invacare Corporation 2018 Equity Compensation Plan. |
| Form of Performance Unit Award under Invacare Corporation 2018 Equity Compensation Plan. |
| Letter agreement, dated as of May 9, 2018, by and between the company and Darcie Karol. |
| Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certification (filed herewith). |
| Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certification (filed herewith). |
| 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). |
| 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 |
* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | INVACARE CORPORATION |
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| Date: | August 7, 20172018 | By: | /s/ Robert K. GudbransonKathleen P. Leneghan |
| | | | Name: Robert K. GudbransonKathleen P. Leneghan |
| | | | Title: Chief Financial Officer |
| | | | (As Principal Financial and Accounting Officer and on behalf of the registrant) |
