Item 1. Business.
GENERAL
Invacare Corporation is the world's leading manufacturer and distributor of
non-acute health care products based upon its distribution channels, the breadth
of its product line and its net sales. The company designs, manufactures and
distributes an extensive line of health care products for the non-acute care
environment, including the home health care, retail and extended care markets.
Invacare continuously revises and expands its product lines to meet changing
market demands and currently offers over two dozen product lines. The company's
products are sold principally to over 25,000 home health care and medical
equipment provider locations in the U.S., Australia, Canada, Europe and New
Zealand, with the remainder of its sales being primarily to government agencies
and distributors. Invacare's products are sold through its worldwide
distribution network by its sales force, telesales associates and various
organizations of independent manufacturers' representatives and distributors.
The company also distributes medical equipment and related supplies manufactured
by others.
Invacare is committed to design, manufacture and deliver the best value in
medical products, which promote recovery and active lifestyles for people
requiring home and other non-acute health care. Invacare pursues this vision by:
* designing and developing innovative and technologically superior
products;
* ensuring continued focus on our primary market - the non-acute
health care market;
* marketing our broad range of products;
* providing the industry's most professional and cost-effective
sales, customer service and distribution organization;
* supplying superior and innovative provider support and aggressive
product line extensions;
* building a strong referral base among health care professionals;
* building brand preference with consumers;
* continuous advancement and recruitment of top management
candidates;
* empowering all employees;
* providing a performance-based reward environment; and
* continually striving for total quality throughout the
organization.
When the company was acquired in December 1979 by a group of investors,
including certain of our current officers and Directors, it had $19.5 million in
net sales and a limited product line of standard wheelchairs and patient aids.
In 2004, Invacare reached $1.403 billion in net sales, representing a 19%
compound average sales growth rate since 1979, and currently is the leading
company in the industry that manufactures, distributes and markets products in
each of the following major, non-acute, medical equipment categories: power and
manual wheelchairs, patient aids, home care beds, home respiratory products, low
air loss therapy products, seating and positioning products, bathing equipment
and distributed products.
The company operates in a single industry, the home medical equipment (HME)
industry segment. For information relating to net sales, operating income,
identifiable assets and other information for this industry segment, see the
Consolidated Financial Statements of the company.
The company's executive offices are located at One Invacare Way, Elyria, Ohio
and its telephone number is (440) 329-6000. In this report, Invacare and the
company refer to Invacare Corporation and, unless the context otherwise
indicates, its consolidated subsidiaries.
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THE HOME MEDICAL EQUIPMENT INDUSTRY
North America
The home medical equipment market includes home health care products, physical
rehabilitation products and other non-disposable products used for the recovery
and long-term care of patients. The company believes that sales of domestic home
medical equipment products will continue to grow during the next decade and
beyond as a result of several factors, including:
Growth in population over age 65. The nation's overall life expectancy
continues to increase. A recent report from the U.S. Department of Health
and Human Services (DHHS) states that the average life expectancy for men
and women who reach the age of 65 is now 81 and 84, respectively and life
expectancy at birth is now 74 for men and almost 80 for women. The DHHS
also reports that people age 65 or older represent the vast majority of
home health care patients and will increase from 12% of the population in
2000 to 20% of the population by the year 2050. A significant percentage of
people using home and community-based health care services are 65 years of
age and older.
Treatment trends. Many medical professionals and patients prefer home
health care over institutional care because they believe that home health
care results in greater patient independence, increased patient
responsibility and improved responsiveness to treatment because familiar
surroundings are conducive to improved patient outcomes. Health care
professionals, public payers and private payers agree that home care is a
cost effective, clinically appropriate alternative to facility-based care.
Recent surveys show that approximately 70% of adults would rather recover
from an accident or illness in their home, while approximately 90% of the
older population showed preference for home-based, long-term care.
Technological trends. Technological advances have made medical equipment
increasingly adaptable for use in the home. Current hospital procedures
often allow for earlier patient discharge, thereby lengthening recuperation
periods outside of the traditional institutional setting. In addition,
continuing medical advances prolong the lives of adults and children, thus
increasing the demand for home medical care equipment.
Health care cost containment trends. In 2002, health care expenditures in
the U.S. totaled $1.5 trillion dollars or approximately 14.9% of the Gross
Domestic Product (GDP), the highest among industrialized countries. In
2013, the nation's health care spending is projected to increase to $3.4
trillion, growing at an average annual rate of 7.3%. Over this same period,
spending on health care is expected to increase to approximately 18.4% as a
share of GDP. The rising cost of health care has caused many payers of
health care expenses to look for ways to contain costs. Home health care
has gained widespread acceptance among health care providers and public
policy makers as a cost effective, clinically appropriate and patient
preferred alternative to facility-based care for a variety of acute and
long-term illnesses and disabilities. Thus, the company believes that home
health care and home medical equipment will play a significant role in
reducing health care costs.
Society's mainstreaming of people with disabilities. People with
disabilities are part of the fabric of society and this has increased, in
large part, due to the 1991 Americans with Disabilities Act (ADA). This
legislation provides mainstream opportunities to people with disabilities.
The ADA imposes requirements on certain components of society to make
reasonable accommodations to integrate people with disabilities into the
community and the workplace.
Distribution channels. The changing home health care market continues to
provide new ways of reaching the end user. The distribution network for
products has expanded to include not only specialized home health care
providers and extended care facilities but retail drug stores, surgical
supply houses, rental, hospital and HMO-based stores, home health agencies,
mass merchandisers, direct sales and the Internet.
Europe/Asia/Pacific
The company believes that, while many of the market factors influencing demand
in the U.S. are also present in Europe and Asia/Pacific - aging of the
population, technological trends and society's acceptance of people with
disabilities - each of the major national markets within Europe and in
Asia/Pacific have distinctive characteristics. The health care industry is more
heavily socialized and, therefore, is more influenced by government regulation
and fiscal policy. Variations in product specifications, regulatory approvals,
distribution requirements and reimbursement policies require the company to
tailor its approach to each national market. Management believes that as the
European markets become more homogeneous and the company continues to refine its
distribution channels, the company can more effectively penetrate these markets.
Likewise, the company expects to increase its sales in the highly fragmented
Australian, New Zealand and Asian markets.
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GEOGRAPHICAL SEGMENTS AND PRODUCT CATEGORIES
North America
North American operations are aligned into five primary product groups, which
manufacture and market products in all of the major home medical equipment
categories. In Canada, the company primarily sells Invacare products
manufactured in the U.S.
REHAB PRODUCTS
Power wheelchairs. Invacare manufactures a complete line of power
wheelchairs for individuals who require independent powered mobility. The
range includes products that can be significantly customized to meet an
individual's specific needs, as well as products that are inherently
versatile and meet a broad range of individual requirements. Power
wheelchair lines are marketed under the Invacare(R) Storm Series(R) and
Xterra(TM) brand names and include a full range of powered mobility
products. The Storm Series(R) was expanded in 2004 with the introduction of
the TDX(TM) line of power wheelchairs which offer an unprecedented
combination of power, stability and maneuverability. The Pronto(TM) Series
Power Wheelchairs with SureStep(TM), introduced in 2002, feature
center-wheel drive performance for exceptional maneuverability and
intuitive driving. The power tilt and recline systems are now offered also
as a result of the company's acquisition of Motion Concepts, Inc.
Custom manual wheelchairs. Invacare manufactures and markets a range of
custom manual wheelchairs for everyday, sports and recreational uses. These
lightweight chairs are marketed under the Invacare(R) and Invacare Top
End(R) brand names. The chairs provide mobility for people with moderate to
severe disabilities in their everyday activities as well as for use in
various sports such as basketball, racing, skiing and tennis.
Personal Mobility. In 2003, Invacare introduced the HMV(TM) (Highly
Maneuverable Vehicle) product, which in 2004 replaced the three and
four-wheeled motorized scooters, including rear-wheel drive models for both
outdoor and indoor use, marketed under the Invacare(R) brand name that
include scooters under the Lynx(TM) and Panther(TM) product names.
Seating and positioning products. Invacare markets seat cushions, back
supports and accessories under three series. Invacare(R) Essential(TM)
Series provides simple seating solutions for comfort, fit and function.
Invacare Infinity(TM) Series includes versatile modular seating, providing
optimal rehab solutions. Invacare PinDot(R) Series offers custom seating
solutions personalized for the most challenged clients. The company has
also expanded its product line of seating products and wheelchairs for the
pediatric market with the acquisition of Freedom Designs, Inc.
STANDARD PRODUCTS
Manual wheelchairs. Invacare's manual wheelchairs are sold for use inside
and outside the home, institutional settings, or public places (e.g.,
airports, malls, etc.). Our clients include people who are chronically or
temporarily disabled and require basic mobility performance with little or
no frame modification. Examples of Invacare manual wheelchair lines, which
are marketed under the Invacare(R) brand name, include the 9000 and
Tracer(R) product lines. These lines offer wheelchairs that are designed to
accommodate the diverse capabilities and unique needs of the individual
from petite to bariatric sizes.
Personal care. Invacare manufactures and/or distributes a full line of
personal care products, including ambulatory aids such as crutches, canes,
walkers and wheeled walkers. This line also features one of Invacare's
latest product innovations, the Rollite(TM) Rollator, a truly unique
solution in patient mobility. Also available are safety aids such as tub
transfer benches, shower chairs and grab bars, and patient care products
such as commodes and other toilet assist aids.
Home care beds. Invacare manufactures and distributes a wide variety of
manual, semi-electric and fully electric beds for home use under the
Invacare(R) brand name. Home care bed accessories include bedside rails,
mattresses, overbed tables, trapeze bars and traction equipment. Also
available are the new bariatric beds and accompanying accessories to serve
the special needs of bariatric patients.
Low air loss therapy products. Invacare manufactures and markets a complete
line of mattress overlays and replacement products, under the Invacare(R)
brand name. These products, which use air flotation to redistribute weight
and move moisture away from patients, assist in the total care of those who
are immobile and spend a great deal of time in bed.
Patient Transport. Invacare manufactures and markets products needed to
assist in transferring individuals from surface to surface (bed to chair)
or transporting from room to room. Designed for use in the home and
institutional settings, these products include patient lifts and slings,
and a new series of mobile, multi-functional recliners.
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RESPIRATORY PRODUCTS
Home respiratory products. Invacare manufactures and/or distributes home
respiratory products, including oxygen concentrators, nebulizer compressors
and respiratory disposables, sleep therapy products and portable compressed
oxygen systems. Invacare home respiratory products are marketed
predominantly under the Invacare(R) brand name. The Invacare Venture
HomeFill(TM) II Oxygen Compressor enables people to safely and easily make
compressed oxygen in their home and store it in cylinders for future use.
DISTRIBUTED PRODUCTS
Distributed products. Invacare distributes numerous lines of branded
medical supplies including ostomy, incontinence, diabetic, wound care and
miscellaneous home medical products, as well as HME aids for daily living.
In 2004, Invacare introduced its own private label brand of certain medical
supplies.
CONTINUING CARE
Health Care Furnishings. Invacare, operating as Invacare Continuing Care
Group, is a manufacturer and distributor of beds and furnishings for the
long-term care markets. In addition, certain home medical equipment also is
sold through this channel.
OTHER PRODUCTS
Accessory Products. Invacare also manufactures, markets and distributes
many accessory products, including spare parts, wheelchair cushions, arm
rests, wheels and respiratory parts. In some cases, Invacare's accessory
items are built to be interchangeable so that they can be used to replace
parts on products manufactured by others.
Asia/Pacific
The company's Asia/Pacific operations consist of Invacare Australia, which
imports and distributes the Invacare range of products and manufactures and
distributes the Rollerchair range of custom power wheelchairs and Pro Med lifts;
Dynamic Controls, a New Zealand manufacturer of electronic operating components
used in power wheelchairs and scooters; Invacare New Zealand, a manufacturer of
wheelchairs and beds and a distributor of a wide range of home medical
equipment; and Invacare Asia Sales, which imports and distributes home medical
equipment to the Asia markets.
Europe
The company's European operations operate as a "common market" company with
sales throughout Europe. The European operations currently sell a line of
products providing significant room for growth as Invacare continues to broaden
its product line offerings to more closely resemble that of the North American
operations.
Most wheelchair products sold in Europe are designed locally to meet specific
market requirements. The company manufactures and/or assembles both manual and
power wheelchair products at the following European facilities: Invacare (UK)
Ltd. in the United Kingdom, Invacare Poirier S.A.S. in France, and Invacare
Deutschland GmbH in Germany. Manual wheelchair products are also manufactured
and/or assembled at Invacare Lda. in Portugal, Invacare AG in Switzerland (the
Kuschall Range), and Invacare Rea AB in Sweden. Beds and patient lifts are
manufactured at Invacare Hong A/S in Denmark. A range of patient lifts is also
assembled at Invacare (UK) Ltd. in the United Kingdom. Oxygen products are
imported from Invacare U.S. operations. In addition to distributing the Invacare
range of products, Invacare Mecc San SrL in Italy manufactures beds, patient
lifts and commodes specifically for the local market.
With the acquisition in September 2004 of WP Domus GmbH (Domus), the European
product range has been enhanced and market share increased. Domus is a
European-based holding company that manufactures several complementary product
lines to Invacare's product lines, including power add-on products, bath lifts
and walking aids. Domus has three divisions: Alber, Aquatec and Dolomite.
For information relating to net sales by product group, see Business Segments in
Notes to the Consolidated Financial Statements.
WARRANTY
Generally, the company's products are covered by warranties against defects in
material and workmanship for periods up to six years from the date of sale to
the customer. Certain components carry a lifetime warranty.
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North America and Asia/Pacific
The home medical equipment market is highly competitive and Invacare products
face significant competition from other well-established manufacturers. The
company believes that its success in increasing market share is dependent on
providing value to the customer based on the quality, performance and price of
the company products, the range of products offered, the technical expertise of
the sales force, the effectiveness of the company distribution system, the
strength of the dealer and distributor network and the availability of prompt
and reliable service for its products. Various manufacturers, from time to time,
have instituted price-cutting programs in an effort to gain market share. There
can be no assurance that other HME manufacturers will not attempt to implement
such aggressive pricing in the future.
Europe
As a result of the differences encountered in the European marketplace,
competition generally varies from one country to another. The company typically
encounters one or two strong competitors in each country, some of them becoming
regional leaders in specific product lines.
MARKETING AND DISTRIBUTION
North America and Asia/Pacific
Invacare's products are marketed in the United States and Asia/Pacific primarily
to providers who in turn sell or rent these products directly to consumers
within the non-acute care setting. Invacare's primary customer is the home
medical equipment (HME) provider. The company also employs a "pull-through"
marketing strategy to medical professionals, including physical and occupational
therapists, who refer their patients to HME providers to obtain specific types
of home medical equipment, as well as to consumers, who express a product or
brand preference.
Invacare's domestic sales and marketing organization consists primarily of a
home care sales force, which markets and sells Invacare(R)-branded products to
HME providers. Each member of Invacare's home care sales force functions as a
Territory Business Manager (TBM) and handles all product and service needs for
an account, thus saving customers valuable time. The TBM also provides training
and servicing information to providers, as well as product literature,
point-of-sale materials and other advertising and merchandising aids. In Canada,
products are sold by a sales force and distributed through regional distribution
centers in British Columbia, Ontario and Quebec to health care providers
throughout Canada. Manufacturers' representatives market and sell Invacare
products through the company's Invacare Continuing Care Group to the non-acute
care market.
The Inside Sales Department provides increased sales coverage of smaller
accounts and complements the efforts of the field sales force. Inside Sales
offers cost-effective sales coverage through a targeted telesales effort, and
has delivered excellent sales growth in each of its five years of existence.
The Invacare Service and Parts Division (ISP) focuses on improving operations
and enhancing overall service to its customers. Recent initiatives included the
pre-packaging of parts and adding a bar code to the label, the kitting of
upholstery with associated hardware, and introducing 15 new power wheelchair and
scooter accessories. ISP's Technical Education department recently consolidated
its Power Wheelchair and Respiratory schools into a four-day format and
continued its emphasis on improving providers repair technicians' productivity.
The Service Referral Network includes over 600 providers who honor Invacare's
product warranties regardless of where the product was purchased. This network
of servicing providers helps ensure that all consumers using Invacare products
receive quality service and support that is consistent with the Invacare brand
promise.
The company sells distributed products, primarily soft goods and disposable
medical supplies, through the Invacare Supply Group (ISG). ISG is an important
component of Invacare's "Total One Stop Shopping" program, through which
Invacare offers HME providers of all sizes a broader range of products and
services at a lower total cost. ISG products include ostomy, incontinence, wound
care and diabetic supplies, as well as other soft goods and disposables which
complement other Invacare products that are purchased by many of the same
customers who buy Invacare equipment. ISG markets its products through an inside
telesales and customer service department, the Internet and Invacare's HME field
sales force. ISG also markets a Home Delivery Program to HME providers through
which ISG drop-ships supplies in the provider's name to the customer's address.
Thus, providers have no products to stock, no minimum order requirements and
delivery is made within 24 to 48 hours nationwide. In 2004, ISG completed the
purchase and integration of ACS, a home infusion company, opening up a new
market for ISG. ISG also added more than 150 SKUs to its Invacare-branded
consumable line. The company opened a new state-of-the-art distribution facility
in Jamesburg, New Jersey and closed its existing Edison, New Jersey facility.
The move more than doubled available space, while also enhancing Invacare Supply
Group's ability to effectively pick, pack and ship customer orders.
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In 2004, Invacare, through its co-op advertising program, continued to offer
direct response television commercials designed to generate demand for Invacare
Power Chairs, Scooters and the HomeFill Oxygen System sold by the HME provider.
These commercials feature Arnold Palmer, Invacare's worldwide spokesperson, who
has become an integral part of Invacare's "Yes, you can(TM)" promotional and
marketing efforts. This program encourages consumers to achieve personal
independence and participate in the activities of life, facilitated by the home
health care products, which Invacare manufactures, distributes and/or markets
throughout the world. The company signed an extended agreement with Arnold
Palmer through the end of 2006. Mr. Palmer, serving as Invacare's spokesperson,
is helping accomplish three objectives: (i) creating attention and awareness for
the category of home health care products, (ii) accelerating the acceptance of
these products as lifestyle enhancing so that consumers want these products and
don't just need them, and (iii) establishing the Invacare brand as the consumer
category-brand for home health care products. Mr. Palmer is featured throughout
Invacare's marketing communications, including Invacare direct-response
television commercials, print advertising, point-of-purchase displays, and other
merchandising and marketing materials.
Invacare continues to enhance www.invacare.com, maintaining its position as the
leader in e-commerce in the HME industry. In 2004, Invacare's website
utilization continued to increase. Thirty-two-percent of all standard domestic
orders were placed over the web. Another 14% of orders were EDI, for a total of
46% of all orders being placed electronically, resulting in a significant cost
savings. New online offerings in 2004 included online financing for Invacare
providers, resulting in additional transactional cost savings for the company. A
full transactional web site for Invacare Canada went live in March. Major
enhancements to the administration tools for the online Product Catalog were
developed. A web version of the tool makes updating the online catalog quicker
and easier. Users can make faster updates to product PDF documents in the online
product catalog, streamlining the content management process. The integration of
Invacare's website with the new Oracle ERP system began in 2004 and will
continue into 2005. Increasing web transactions are reducing the number of calls
to the customer service call center, which also results in significant cost
savings. This integration is expected to further improve the online customer
experience by adding additional website features such as contract pricing,
financing options, coupons and product security.
In 2004, Invacare continued its strategic advertising campaign in key trade
publications that reach the providers of home medical equipment. The company
also contributed extensively to editorial coverage in trade publications
concerning the products it manufactures. Company representatives attended
numerous trade shows and conferences on a national and regional basis in which
Invacare products were displayed to providers, health care professionals and
consumers.
Invacare continues to generate greater consumer awareness of the company and its
products. This was evidenced by enhancements made to its consumer-marketing
program in 2004 through sponsorships of a variety of wheelchair sporting events
and support of various philanthropic causes benefiting the consumers of its
products. For the eleventh consecutive year, Invacare continued as a National
Corporate Partner with Easter Seals, one of the most recognized charities in the
United States that meets the needs of both children and adults with various
types of disabilities. The company continued its sponsorships of 75 individual
wheelchair athletes and teams, including several of the top-ranked male and
female racers, hand cyclists, and wheelchair tennis players in the world.
Invacare was the title sponsor for the ninth year in a row of the Invacare World
Team Cup of Wheelchair Tennis Tournament, which took place in January in
Christchurch, New Zealand. The company also continued its support of disabled
veterans through its sponsorship of the 24th National Veterans Wheelchair Games,
the largest annual wheelchair sports event in the world, which was held in St.
Louis, Missouri. The games bring a competitive and recreational sports
experience to military service veterans who use wheelchairs for their mobility
needs due to spinal cord injury, neurological conditions or amputation. The year
2004 also was a Paralympic year. Team Invacare had more than 30 athletes
participating in the competition who brought home more than 30 gold, silver and
bronze medals at the games, which were held in September in Athens, Greece,
following the Olympic Games.
The company's top 10 customers accounted for approximately 14% of 2004 net
sales. The loss of business of one or more of these customers or buying groups
may have a significant impact on the company, although no single customer
accounted for more than 5% of the company's 2004 net sales. Providers, who are
part of a buying group, generally make individual purchasing decisions and are
invoiced directly by the company.
Europe
The company's European operations consist primarily of manufacturing, marketing
and distribution operations in Western Europe and export sales activities
through local distributors elsewhere in the world. The company has a sales force
and where appropriate, distribution centers, in the United Kingdom, France,
Germany, Belgium, Portugal, Spain, Italy, Denmark, Sweden, Switzerland, Norway
and the Netherlands, and sells through distributors elsewhere in Europe. In
markets where the company has its own sales force, product sales are typically
made through dealers of medical equipment and, in certain markets, directly to
government agencies. In most markets, government health care and reimbursement
policies play an important role in determining the types of equipment sold and
price levels for such products.
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PRODUCT LIABILITY COSTS
The company's captive insurance company, Invatection Insurance Co., currently
has a policy year that runs from September 1 to August 31 and insures annual
policy losses of $10,000,000 per occurrence and $11,000,000 in the aggregate of
the company's North American product liability exposure. The company also has
additional layers of external insurance coverage insuring $100,000,000 in annual
aggregate losses arising from individual claims anywhere in the world that
exceed the captive insurance company policy limits. There can be no assurance
that Invacare's current insurance levels will continue to be adequate or
available at affordable rates.
Product liability reserves are recorded for individual claims based upon
historical experience, industry expertise and indications from the third-party
actuary. Additional reserves, in excess of the specific individual case
reserves, are provided for incurred but not reported claims based upon
third-party actuarial valuations at the time such valuations are conducted.
Historical claims experience and other assumptions are taken into consideration
by the third-party actuary to estimate the ultimate reserves. For example, the
actuarial analysis assumes that historical loss experience is an indicator of
future experience, the distribution of exposures by geographic area and nature
of operations for ongoing operations is expected to be very similar to
historical operations with no dramatic changes and that the government indices
used to trend losses and exposures are appropriate. Estimates made are adjusted
on a regular basis and can be impacted by actual loss award settlements on
claims. While actuarial analysis is used to help determine adequate reserves,
the company accepts responsibility for the determination and recording of
adequate reserves in accordance with accepted loss reserving standards and
practices.
PRODUCT DEVELOPMENT AND ENGINEERING
Invacare is committed to continuously improving, expanding and broadening its
existing product lines. In 2004, new product development continued to receive an
even stronger emphasis as part of Invacare's strategy to gain market share and
maintain competitive advantage. To this end, the company introduced 53 new
products. The following are some of the most significant product introductions:
North America
The At'm Take Along Chair, Invacare's newest power wheelchair, provides
consumers a light-weight and compact chair to fit in the trunk of a car and
assemble easily in just 60 seconds. The consumer's caregiver can open the
seat, snap it on the lightweight base, and add the battery. Assembly
requires absolutely no tools.
Formula(TM) Powered Seating, combines three systems: the Formula(TM) PTO
Plus, the Formula(TM) Invisible Super Low(TM) Tilt, and Formula(TM) TRE to
meet the rehab positioning needs of consumers from simple to complex. This
all-new Formula Powered Seating package offers the best integration of
powered seating upon the number-one bases with the number-one electronics
in the HME industry, all from a single company, Invacare.
The Zoom 220 HMV(TM), the newest entrant to the Zoom family of HMVs (Highly
Maneuverable Vehicles), is compact, portable, lightweight and economical
for active consumers. The Zoom line combines the power wheelchair
technology of center-wheel drive with the aesthetics of traditional scooter
products for indoor maneuverability and outdoor performance.
The HomeFill(TM) II Patient Convenience Pack ML4, is an all-new portable
oxygen supply system that is lightweight -- 3 1/2 pounds - and easy to
transport for oxygen patients. The HomeFill Oxygen System offers HME
providers 3-to-1 cost savings in servicing their ambulatory oxygen patients
since the patient can fill cylinders themselves in their own home, which
gives them freedom and independence - they no longer have to wait for
cylinder deliveries.
The Polaris(TM) EX(TM) with SoftX(TM) Technology and the Polaris(TM) EX(TM)
Heated Humidifier have been integrated as one product rather than two
separate units. The Polaris EX CPAP features Invacare's SoftX technology,
which tracks the patient's breathing pattern and reduces the patient's work
of breathing during exhalation, providing effortless exhalation for the
patient.
Web Ox is a PC-based, high-tech solution to the oxygen qualification
problem facing the industry today. For a minimal quarterly fee, Web Ox
allows providers to subscribe to an unlimited number of tests, allowing
faster Medicare billing for oxygen patients, thus improving the provider's
cash flow.
A new Bariatrics Program offers a complete solutions approach for the
bariatric provider and their clients, and features the full line of
Invacare bariatric products. Making it easy to find the right product, the
bariatric catalog employs color-coding to sort products by weight capacity.
The catalog also offers cross-selling or complementary product suggestions
to help educate providers, clinicians and consumers about additional
product they may need, and at the same time establishes Invacare as the
leading manufacturer offering bariatric solutions.
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Court-Side Glides(TM) for Invacare walkers are an innovative product that
takes the homemade tennis ball solution for walker glide tips a step
further. For years, consumers and therapists have been slashing tennis
balls, sometimes injuring themselves in the process, to create makeshift
walker glide tips that are durable for indoor and outdoor use and safe for
flooring surfaces. Invacare has enhanced the homemade tennis ball solution
to create a walker glide tip that is longer lasting, easy to install and
replace.
The Invacare Full Electric Low Bed is ideal for circumstances where rails
are not desirable or appropriate, but injuries from falling out of bed are
still a concern. It is the newest split-spring low bed available on the
market today, allowing easy, one-person delivery to home or long-term care
locations. The split-spring design, which Invacare pioneered, combines
easy, one-person delivery with the benefits of a low bed.
Asia/Pacific
Dynamic Controls continued various range extensions and design improvements to
products during 2004. Additionally, design work was continued on a New
Generation Scooter Controller to be introduced in late 2005 and extending
functionality in the "Shark" wheelchair controller, which was introduced in
2004.
Europe
During 2004, European operations introduced less new products than in 2003, but
updated a number of existing products as required by the market. Key
introductions and updates in 2004 included:
The Invacare(R) Dragon is a rear wheel drive power wheelchair designed and
manufactured in Europe. It is a solid and cost efficient power wheelchair
that provides excellent indoor and outdoor mobility in the suburban
environment. It is easy to drive, and the seat can be adjusted to the
physical requirements of the user.
The Invacare(R) Robin is a ceiling hoist designed in Europe. It provides
the most innovative way of transfer with care for nursing staff. Ensuring
excellent personal contact, the two-strap design offers comfort and
efficiency in a safe patient handling environment. Without the need for a
spreader bar, a secure and dignified transfer can be achieved.
The Invacare(R) Clematis is a manual wheelchair primarily for use in the
French market. Excellent comfort, quality and elegance describe this
folding chair equipped with pneumatic actuators. The seat positioning of
the Clematis offers the user a real sensation of relaxation and wellbeing.
The Invacare(R) Mistral3 power wheelchair is an updated folding chair with
seat positioning. It replaces the Mistral and Mistral Plus.
The Invacare(R) Mistral3 Junior power wheelchair is a version of the
Mistral3 with a reclining rigid seat base which is width and length
adjustable from 30cm to 36cm and provides ultimate comfort to children or
younger teenagers whether they are installed in a shell or not.
The Invacare(R) Action3 manual wheelchair, which was released in 2002 has
been improved with the following; new locking pin on hanger and elevating
leg-rest, folding backrest, reclining backrest with gas spring, leg-rest
adaptor, angle adjustable backrest and hemi motion armrest.
The Invacare(R) Action 2000 & MB2 manual wheelchairs have been improved
with the following; new arm-pads - short and long and shorter brake shoe.
MANUFACTURING AND SUPPLIERS
The company's objective is to be the highest quality and lowest-cost
manufacturer in its industry. The company believes that it can achieve this
objective not only through improved product design, but also by taking a number
of steps to lower manufacturing costs. During 2004, the company opened
manufacturing locations in China at Suzhou Industrial Park and Kunshan City,
both of which are near Shanghai, to manufacture components, including bases for
consumer power wheelchairs. The company has plans to further utilize its Hong
Kong office to increase local sourcing of components in China in order to lower
costs. With these actions, Invacare expects to regain its position as one of the
lowest cost producers of standard products in the industry.
Of the many opportunities to reduce overall costs, the short-term emphasis will
be on building the professional disciplines in the areas of sourcing, quality
and logistics, with particular focus on sourcing components and finished goods
for each of the business segments.
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North America / Asia/Pacific
The company has vertically integrated its manufacturing processes by
fabricating, coating, plating and assembling many of the components of each
product. The company designs and manufactures electronics for power wheelchairs,
from insertion of components into printed circuit boards to final assembly and
testing.
Invacare has focused on value engineering which reduces manufacturing costs by
eliminating product complexity and using common components. Value engineering
has been applied to all product introductions in the last three years, including
the latest generation of oxygen concentrators, electronic controls, wheelchairs,
patient lifts, beds and bath safety products.
The company continues to make investments in manufacturing automation. The
company has initiated lean manufacturing programs to reduce manufacturing lead
times, shorten production cycles, increase associate training, encourage
employee involvement in decision-making and improve manufacturing quality.
Associate involvement teams participate in engineering, production and
processing strategies and associates have been given responsibility for their
own quality assurance.
The manufacturing of wheelchairs, replacement parts, patient aids and home care
beds consists of a variety of metal fabricating procedures, electronics
production, coating, plating and assembly operations. Manufacturing of oxygen
concentrators, nebulizer compressors, and seating and positioning products
consists primarily of assembly operations. The company purchases raw materials,
fabricated components and services from a variety of suppliers. Where
appropriate, Invacare does employ long-term contracts with its suppliers, both
domestically and from the Far East. In those situations in which long-term
contracts are not advantageous, the company believes that its relationships with
those suppliers are satisfactory and that alternative sources of supply are
readily available.
Europe
As in other areas, manufacturing and operational issues faced in the U.S. are
also present in Europe. The European manufacturing operations have streamlined,
allowing for the realization of significant synergies and additional cost
reductions and improved efficiencies are planned going forward. This process
will continue and will now include the integration of the Domus businesses.
ACQUISITIONS
In 2004, Invacare acquired for cash the following six businesses at a total cost
of $343,554,000:
o The assets of ACS, a New York distributor of medical supplies
with a focus on infusion therapy.
o The assets of Decpac, an Australian company that designs and
manufactures portable folding access ramps for use with
wheelchairs and scooters.
o Freedom Designs, Inc., a California-based company that designs
and manufactures seating products and wheelchairs with a
particular focus on the pediatric marketplace.
o WP Domus GmbH, a European-based holding company which
manufactures several complementary product lines to Invacare's
product lines.
o Champion Manufacturing, LLC , an Indiana company that designs and
manufactures medical recliners.
o The assets of Premier Designs, a California company from which
Invacare acquired assets and designs for a lightweight, easily
transportable power wheelchair.
On September 9, 2004 the company finalized the acquisition of 100% of the shares
of WP Domus GmbH, a European-based holding company that manufactures several
complementary product lines to Invacare's product lines, including power add-on
products, bath lifts and walking aids, from WP Domus LLC. Domus has three
divisions: Alber, Aquatec and Dolomite. The acquisition allows the company to
expand its product line and reach new markets. The preliminary purchase price
was $227,382,000 including acquisition costs of $3,670,000, which was paid in
cash, and is subject to final determination of the estimated costs of possible
office closures, sales agency transfers and other consolidation efforts expected
to be finalized by the end of the third quarter of 2005. The acquisition was
consummated after satisfaction of certain conditions, including receipt of all
requisite regulatory approvals. Invacare entered into a 100,000,000 Euro bridge
loan agreement and utilized its existing revolving credit line to fund the
acquisition. Invacare's reported results reflect the operating results of Domus
since the date of the acquisition.
Carroll Healthcare, Inc. was purchased in 2003 and as part of the purchase
agreement, the company agreed to pay additional consideration based upon
earnings before interest, taxes, depreciation and amortization from September 1,
2003 through August 31, 2004 calculated under Canadian generally accepted
accounting principles (U.S. GAAP has been used for company reporting purposes)
in accordance with the purchase agreement, with no defined maximum amount. The
payment amount was finalized and paid in October 2004 at 74,667,000 Canadian
Dollars, or $60,992,335 U.S. Dollars, which increased goodwill.
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Motion Concepts, Inc. ("Motion") also was purchased in 2003 and pursuant to the
Motion purchase agreement, the Company agreed to pay contingent consideration
based upon earnings before interest and taxes over the three years subsequent to
the acquisition up to a maximum of approximately $16,000,000. Based upon 2004
results, no additional consideration was paid. When the contingency calculations
are completed in 2005 and 2006 related to the acquisition, any additional
consideration paid will increase the purchase price and reported goodwill.
As a result of the company's ongoing search for opportunities, coupled with the
industry trend toward consolidation, other acquisitions were evaluated in 2004.
The company focuses on acquisitions intended to fulfill the following
objectives:
Tactical. Grow market share or extend current product lines.
Strategic. Enter new market segments that complement existing businesses
or utilize the company's distribution strengths.
Geographic. Enable rapid entry into new foreign markets.
GOVERNMENT REGULATION
The company is directly affected by government regulation and reimbursement
policies in virtually every country in which it operates. Government regulations
and health care policy differ from country to country and within some countries,
most notably the U.S., Australia and Canada, from state to state or province to
province. Changes in regulations and health care policy take place frequently
and can impact the size, growth potential and profitability of products sold in
each market.
In the U.S., the growth of health care costs has increased at rates in excess of
the rate of inflation and as a percentage of GDP for several decades. A number
of efforts to control the federal deficit have impacted reimbursement levels for
government sponsored health care programs and private insurance companies often
imitate changes made in federal programs. Reimbursement guidelines in the home
health care industry have a substantial impact on the nature and type of
equipment an end user can obtain and, thus, affect the product mix, pricing and
payment patterns of the company's customers who are the HME providers.
The company continues its pro-active efforts to shape public policy that impacts
home and community-based, non-acute health care. We are currently very active
with federal legislation and regulatory policy makers. Invacare believes that
these efforts give the company a competitive advantage in two ways. First,
customers frequently express appreciation for our efforts on behalf of the
entire industry. Second, sometimes we have the ability to anticipate and plan
for changes in public policy, unlike most other HME manufacturers who must react
to change after it occurs.
The Safe Medical Devices Act of 1990 and Medical Device Amendments of 1976 to
the Federal Food, Drug and Cosmetics Act of 1938 (the Acts) provide for
regulation by the United States Food and Drug Administration (the FDA) of the
manufacture and sale of medical devices. Under the Acts, medical devices are
classified as Class I, Class II or Class III devices. The company principal
products are designated as Class I or Class II devices. In general, Class I
devices must comply with labeling and record keeping requirements and are
subject to other general controls. In addition to general controls, certain
Class II devices must comply with product design and manufacturing controls
established by the FDA. Domestic and foreign manufacturers of medical devices
distributed commercially in the U.S. are subject to periodic inspections by the
FDA. Furthermore, state, local and foreign governments have adopted regulations
relating to the manufacture and marketing of health care products. During the
past year, the company was inspected by the FDA at multiple locations and found
to be acceptable, with only minor inspectional findings needing attention. From
time to time, the company may undertake voluntary recalls of its products to
maintain ongoing customer relationships and to enhance its reputation for
adhering to high standards of quality and safety. The company continues to
strengthen its programs to better ensure compliance with applicable regulations
for which the failure to comply would have a material adverse effect.
Although there are a number of reimbursement related issues in most of the
countries in which Invacare competes, the issues of primary importance are
currently in the United States. There are two critical issues for Invacare:
eligibility for reimbursement of power wheelchairs for elderly patients and the
provisions of the legislation related to prescription drug coverage under
Medicare. With regard to power wheelchairs, there has been a regulatory push by
the Centers for Medicare and Medicaid Services (CMS) towards limiting
eligibility to patients who cannot take a single step on their own. This
limitation has confined many elderly patients, who could be mobile in power
wheelchairs, to their beds. Invacare and the home care industry are working hard
to convince CMS and the Bush administration that this change does not benefit
the elderly and is leading to less active patients who could end up in costly
nursing homes and hospitals, and thereby would counteract any cost savings
attributable to limiting the eligibility for power wheelchairs. The
Administration is scheduled to soon issue new power wheelchair eligibility
criteria, which we expect to provide more predictability and improved access to
this benefit.
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In November of 2003, Congress passed legislation related to providing
prescription drug coverage for the elderly under the Medicare program. As part
of funding the costs of this new program, a number of changes to Medicare home
care reimbursement rules will take effect over the next few years. First, the
home care provider, who is Invacare's customer, did not receive a cost-of-living
adjustment in 2004 and will not receive an update in 2005 and 2006. Second, in
2005, Medicare reimbursement for oxygen, along with certain types of home care
beds, wheelchairs, nebulizers and supplies, will be lowered to the median
reimbursement levels in the Federal Employee Health Benefit Plans. Third,
starting in 2007, Congress has authorized competitive bidding in ten of the
largest metropolitan regions of the U.S. for home medical items and services. In
2009, the program would be extended to eighty of the largest metropolitan
regions.
Although none of these changes are beneficial to the home care industry,
Invacare believes that it can still grow and thrive in this environment. The
home care industry has not received any cost-of-living adjustments over the last
few years and will try to respond with improved productivity to address the lack
of support from Congress. In terms of the 2005 price reductions, although we do
not yet know what price reduction will be applied to oxygen reimbursement, it is
anticipated that the blended cut for all items will be approximately 8%. If we
estimate the impact that the 2005 cuts could have on our revenue stream, they
are expected to be around 1% of consolidated net sales.
However, Invacare's new products (for example, the low cost oxygen delivery
system of HomeFill(TM)), can help address the cuts the home care provider has to
endure. We will continue to focus on developing products that help the provider
improve profitability. With such products, Invacare believes that it can grow
and offset the risks. Additionally, Invacare will accelerate its activities in
China to make sure that we are one of the lowest cost manufacturers and
distributors to the home care provider.
In terms of competitive bidding, Invacare has strong positions with the likely
consolidators who will probably gain share as we approach 2007 and enter the new
reimbursement environment. We believe that we are well positioned to combat
pricing pressures with volume gains and productivity improvements. Nevertheless,
there will be ongoing uncertainty in the industry over the extent and depth of
these cuts to the home care industry. Invacare is concerned that, once
implemented, competitive bidding will likely generate poorer service in the home
care arena as providers look to remain profitable. Likewise, it will likely lead
to further consolidation of the provider base as small entrepreneurs may look to
exit a less profitable business model. Invacare will keep a close watch on its
extension of credit in this environment and will work with the industry to
pressure Congress to reconsider its actions. We believe that home care is the
least costly and most preferred environment in which an individual can recover
from an operation or illness and that government actions should encourage home
care rather than lead to more expensive alternatives.
BACKLOG
The company generally manufactures most of its products to meet near-term
demands by shipping from stock or by building to order based on the specialty
nature of certain products. Therefore, the company does not have substantial
backlog of orders of any particular product nor does it believe that backlog is
a significant factor for its business.
EMPLOYEES
As of December 31, 2004, the company had approximately 6,100 employees.
FOREIGN OPERATIONS AND EXPORT SALES
The company also markets its products for export to other foreign countries. The
company had product sales in over 80 countries worldwide. For information
relating to net sales, operating income and identifiable assets of the company's
foreign operations, see Business Segments in the Notes to the Consolidated
Financial Statements.
AVAILABLE INFORMATION
The company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and any amendments thereto, as well as proxy
statements and other documents with the Securities and Exchange Commission
(SEC). The public may read and copy any material that the company files with the
SEC at the SEC's Public Reference Room located at 450 Fifth Street, NW,
Washington D.C. 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a website, www.sec.gov, that contains all reports, proxy statements
and other information filed by the company with the SEC.
Additionally, Invacare's filings with the SEC are available on or through the
company's website, www.invacare.com, as soon as reasonably practicable after
they are filed electronically with, or furnished to, the SEC. Copies of the
company's filings also can be requested, free of charge, by writing to:
Shareholder Relations Department, Invacare Corporation, One Invacare Way, P.O.
Box 4028, Elyria, OH 44036-2125.
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